Common use of Consents, Authorizations and Binding Effect Clause in Contracts

Consents, Authorizations and Binding Effect. Buyer has full power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer and will not (a) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Consents, Authorizations and Binding Effect. Buyer Seller has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be executed and delivered in connection with the transactions contemplated hereby (collectively, the “Transaction Agreement to which it is a partyAgreements”) by Seller, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer Seller and constitutes the legal, valid and binding obligation of Buyer Seller enforceable against Buyer Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions limited liability company action on the part of Buyer Seller and will not (a) conflict with or breach any provision of the partnership agreement certificate of formation, limited liability company agreement, or similar other charter or governing documents of BuyerSeller; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law order, writ, injunction, decree, judgment, statute, ordinance, code, rule or regulation (collectively, “Laws” and, individually, a “Law”) applicable to Buyer Seller or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority; or (e) result in the creation or imposition of any title defect, conflicting claim of ownership, right of way, hypothecations, or other legal or equitable encumbrance, limitation, order, decree, judgment, stipulation, settlement, attachment, restriction, right of first refusal, covenant, reservation, lease, lien, pledge, option, charge, claim, security interest, mortgage or any other right of any third party (“Lien”) on any of the Acquired Assets (or upon any revenues, income or profits of the Business therefrom), except in the case of clauses (b), (c) and (d) of this Section 4.2 3.2, for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not have a Material Adverse Effect and would not adversely affect the ability of Buyer Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Section 3.2 of the Seller Disclosure Letter, there is no Acquired Asset that may not be assigned to Buyer or its designee without the consent of a Person other than Seller.

Consents, Authorizations and Binding Effect. Buyer Seller has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be executed and delivered in connection with the transactions contemplated hereby (collectively, the “Transaction Agreement to which it is a partyAgreements”) by Seller, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer Seller and constitutes the legal, valid and binding obligation of Buyer Seller enforceable against Buyer Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions limited liability company action on the part of Buyer Seller and will not (a) conflict with or breach any provision of the partnership agreement certificate of formation, limited liability company agreement, or similar other charter or governing documents of BuyerSeller; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer order, writ, injunction, decree, judgment, statute, ordinance, code, rule or any of its properties or assets; or regulation (d) except as required by the HSR Actcollectively, require any filing with“Laws” and, or the obtaining of any permitindividually, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.a

Consents, Authorizations and Binding Effect. Buyer has full power (i) Each of Seller and authority to execute the Company may execute, deliver and deliver perform this Agreement (including without limitation execution, delivery and each other Transaction Agreement performance of the Operative Documents (as herein defined) to which it is a party) without the necessity of Seller or the Company obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 3.1(d)(i) which will be obtained prior to the Closing. (ii) Each of Seller and the Company has the power to enter into this Agreement and to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and therebyhereunder. Each of this This Agreement and the Transaction Agreements to which Buyer is a party has been duly authorized, executed and delivered by Buyer Seller and the Company and constitutes the legal, valid and binding obligation of Buyer Seller and the Company, enforceable against Buyer Seller and the Company in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally and by general principles of equity . (regardless of whether such enforceability is considered in a proceeding in equity or at law). iii) The execution, delivery and performance of this Agreement by Seller and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer Company does not and will not not: (aA) constitute a violation of the Company Organizational Documents; (B) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to any of the Seller or the Company or its assets or business; or (C) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach ofwith, or constitute (with a breach or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any Contract, mortgage, guaranty, deed of trustcommitment, license, contractfranchise, leasePermit, agreement authorization or any other instrument or obligation to which Buyer Seller or the Company is a party or by which it the Seller Interest or any of its properties or the Company’s assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining an event which, with notice, lapse of any permittime, authorizationor both, consent or approval of, any Governmental Authority, except would result in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violationsconflict, breachesbreach, defaultsdefault or right. (iv) The execution, rights delivery and performance of terminationthe Operative Documents, cancellation or acceleration or requirements which, individually or in and the aggregate, would not adversely affect the ability consummation of Buyer to consummate the transactions contemplated thereby, have been duly authorized and approved by this Agreementthe sole member and manager of the Company.

Consents, Authorizations and Binding Effect. Buyer has full power (1) Seller may execute, deliver and authority to execute and deliver perform this Agreement (including without limitation execution, delivery and each other Transaction Agreement performance of the Conveyance Documents and the Operative Documents to which it is a party) without the necessity of any of obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices: (i) which have been obtained and are unconditional and are in full force and effect and such notices which have been given, or (ii) which are described in Exhibit D hereto (the “Additional Required Consents”). (2) Seller has the requisite power to enter into this Agreement and to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and therebyhereunder. Each of this This Agreement and the Transaction Agreements to which Buyer is a party has been duly authorized, executed and delivered by Buyer Seller and constitutes the legal, valid and binding obligation of Buyer Seller, enforceable against Buyer Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting creditors’ the enforcement of rights generally of creditors and by subject to general principles of equity equity. (regardless of whether such enforceability is considered 3) Except as noted in a proceeding in equity or at law). The Exhibit N hereto, the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer Seller does not and will not not: (ai) conflict with or breach any provision constitute a violation of the partnership its joint venture agreement or similar governing documents of Buyer; formation documents, as amended, (bii) result in any Lien against the Real Property, the Personal Property, or the Inventory, (iii) constitute a violation of any statute, judgment, order, decree or breach ofregulation or rule of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign (each of the foregoing being included in the term “Governmental Body” as used in this Agreement) applicable or relating to Seller, the Real Property, the Personal Property, or the Business, or (iv) conflict with, or constitute (with a breach or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any contract, agreement, loan agreement or other agreement with any lender, lease, mortgage, guaranty, deed of trust, commitment, license, contractfranchise, leaseauthorization or any “Permit” which, agreement as used in this Agreement shall include permits, authorizations, certificates, approvals, registrations, variances, certificates of occupancy, exemptions, rights of way, franchises, privileges, amenities, grants, ordinances, licenses and other rights of every kind and character (a) under any (i) federal, state, local or foreign statute, ordinance or regulation (ii) “Order” which shall mean any order, writ, injunction, decree, judgment or determination of any Governmental Body or (iii) contract with any Governmental Body, or (b) granted by any Governmental Body or any other instrument or obligation to which Buyer Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining an event which with notice, lapse of any permittime, authorizationor both, consent or approval of, any Governmental Authority, except would result in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violationsconflict, breachesbreach, defaultsdefault or right. (4) Without limiting the foregoing, rights the execution, delivery and performance of terminationthe Conveyance Documents and the Operative Documents, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability and consummation of Buyer to consummate the transactions contemplated thereby, have been duly authorized and approved by this Agreementthe partners and/or managing partner of Seller without dissent.

Consents, Authorizations and Binding Effect. Buyer has (a) The Shareholders and NCCI have full power and authority to execute and deliver this Agreement and each the other Transaction Agreement agreements and instruments to which it is a partybe executed and delivered by them pursuant hereto, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each On or prior to the Closing Date, all acts and other proceedings required to be taken by or on the part of the Shareholders and NCCI to carry out this Agreement and such other agreements and instruments and the Transaction Agreements to which Buyer is a party transactions contemplated hereby and thereby will have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer the Shareholders and NCCI and constitutes, and such other agreements and instruments, when duly executed and delivered by the Shareholders and/or NCCI, will constitute, legal, valid and binding obligations enforceable in accordance with their respective terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws and equitable principles affecting the enforcement of creditors' rights generally from time-to-time in effect). The execution and delivery by the Shareholders and NCCI of this Agreement and such other agreements and instruments and the consummation of the transactions contemplated hereby and thereby will not violate any law or conflict with or result in any breach of or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or result in the creation of a lien or encumbrance on any of the Shares or the Assets pursuant to, any indenture, mortgage, lease, agreement or other instrument to which the Shareholders or any of the Companies is a party or by which they, it or any of the Shares or the Assets may be bound or affected provided that the consents and approvals disclosed on Schedule 5.2 (a) have been obtained. Except as specifically disclosed on Schedule 5.2(a) hereto, no approval, authorization, consent or other order or action of or filing by the Shareholders or the Companies with (i) any court, administrative agency, or other governmental authority or (ii) party to one of the Assumed Contracts is required for the execution and delivery by the Shareholders or NCCI of this Agreement or such other agreements and instruments or its consummation of the transactions contemplated hereby or thereby. (b) Except as provided in Schedule 5.2(a), the Shareholders and NCCI may execute, deliver and perform this Agreement, the Non- Competition Agreements and all other agreements to be executed in connection herewith without the necessity of obtaining any consent, approval, authorization or waiver or giving any notice or otherwise. This Agreement constitutes and, when executed and delivered, the Non- Competition Agreements will constitute the legal, valid and binding obligation obligations of Buyer the Shareholders and NCCI enforceable against Buyer in accordance with its their respective terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity . (regardless of whether such enforceability is considered in a proceeding in equity or at law). c) The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly Non-Competition Agreements, assuming that the consents, approvals, authorizations, waivers and validly authorized by all proper and requisite partnership actions notices set forth on the part of Buyer and will not Schedule 5.2 (a) hereto are obtained or given, will not: (i) to the best of the knowledge of NCCI and the Shareholders after due inquiry, conflict with, result in a material breach of, constitute a default, with or breach without notice and/or lapse of time, under, result in being declared void or voidable any provision of, or result in any right to terminate or cancel any of the partnership agreement Assumed Contracts or similar governing documents any contract, agreement, license or commitment to which any of Buyerthe Companies or any of their respective properties is bound and which is material to the operations thereof; (ii) constitute a material violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to the Assets or the business of the Companies; or (biii) result in a violation or breach of, or constitute (with or without due notice or lapse A) the acceleration of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement material debt or other instrument or obligation to which Buyer is a party or by which it or of any of its properties the Companies, except for debts and obligations identified in Schedule 5.2(c)(iii) hereto which will be satisfied prior to or assets are boundat Closing; (cB) violate the creation of any Law applicable to Buyer or Lien (as defined in Section 5.4) upon any of its properties the Shares or assetsAssets; or (dC) except as required by the HSR Act, require any filing with, termination or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration right to terminate or requirements which, individually or in cancel any obligation owed to any of the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this AgreementCompanies.

Consents, Authorizations and Binding Effect. Buyer Each Seller (other than the individuals) has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be executed and delivered in connection with the transactions contemplated hereby (collectively, the “Transaction Agreement to which it is a partyAgreements”) by such Seller, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer each applicable Seller and constitutes the legal, valid and binding obligation of Buyer such Seller enforceable against Buyer such Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite corporate, partnership or company, as applicable, actions on the part of Buyer each Seller (other than the individuals) and will not (a) conflict with or breach any provision of the certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, limited partnership agreement or similar other charter or governing documents documents, as applicable, of Buyersuch Seller (other than the individuals); (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer such Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law order, writ, injunction, decree, judgment, statute, ordinance, code, rule or regulation (collectively, “Laws” and, individually, a “Law”) applicable to Buyer such Seller or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority; or (e) result in the creation or imposition of any title defect, conflicting claim of ownership right of way, hypothecations, or other legal or equitable encumbrance, limitation, order, decree, judgment, stipulation, settlement, attachment, restriction, right of first refusal, covenant, reservation, lease, lien, pledge, option, charge, claim, security interest, mortgage or any other right of any third party (“Lien”) on any of the Acquired Assets (or upon any revenues, income or profits of the Business therefrom), except in the case of clauses (b), (c) and (d) of this Section 4.2 3.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not have a Material Adverse Effect and would not adversely affect the ability of Buyer such Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Section 3.2 of the Seller Disclosure Letter, there is no Acquired Asset that may not be assigned to Buyer or its designee without the consent of a Person other than Sellers.

Consents, Authorizations and Binding Effect. Buyer has full power (a) Seller may execute, deliver and authority to execute and deliver perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except that: (i) the Seller's board of directors must pass a resolution authorizing the sale; and each other Transaction (ii) the Seller must obtain the consent to the sale of Wachovia Bank National Association which is the Seller's senior lender. (b) This Agreement to which it is a party, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Agreements to which Buyer is a party has been duly authorized, executed and delivered by Buyer Seller and constitutes the legal, valid and binding obligation of Buyer Seller, enforceable against Buyer in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer and will not not: (ai) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) with, result in a violation or the breach of, or constitute (a default, with or without due notice or and/or lapse of time time, under, result in being declared void or both) a default (voidable any provision of, or give rise to result in any right of termination, cancellation to terminate or acceleration) under, or require cancel any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement agreement, license, commitment or other instrument or obligation purchase order to which Buyer is a party the Company or by which it the Seller or any of its their properties is bound; (ii) conflict with the Seller's or either Company's Certificates of Incorporation or By-Laws, together with all amendments thereto; (iii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any court, governmental authority or arbitrator applicable or relating to any of Seller, the Company's assets are boundor the business and operations of either of North Ridge or North Shore (collectively, the "Business"), excluding, however, the following: any consent, approval, authorization or similar action that may be required by any federal, state, and/or municipal agency, the National Association of Securities Dealers, Inc., or any other regulatory body with regard to securities or anti-trust laws governing Purchaser, Purchaser's business, or Purchaser's involvement in the transaction contemplated hereby; or (iv) result in the acceleration of any debt or other obligation of Seller or the Company or the creation of any Lien (as defined in Section 5.5) upon any of the Company's assets. (c) violate To the extent that any Law applicable to Buyer consent, approval, authorization or similar action may be required by any federal, state, and/or municipal agency, the National Association of Securities Dealers, Inc., or any of its properties other regulatory body with regard to securities or assets; or (d) except as required by the HSR Actanti-trust laws governing Purchaser, require any filing withPurchaser's business, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority, except Purchaser's involvement in the case of clauses (b)transaction contemplated hereby, (c) the parties shall cooperate with each other to obtain such consents, approvals and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreementauthorizations.

Consents, Authorizations and Binding Effect. Buyer (a) Purchaser has full power and authority to execute and deliver this Agreement and each the other Transaction Agreement agreements and instruments to which be executed and delivered by it is a partypursuant hereto, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each On or prior to the Closing Date, all acts and other proceedings required to be taken by or on the part of Purchaser to carry out this Agreement and such other agreements and instruments and the Transaction Agreements to which Buyer is a party transactions contemplated hereby and thereby will have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer Purchaser and constitutes constitutes, and such other agreements and instruments, when duly executed and delivered by Purchaser, will constitute the legal, valid and binding obligation obligations of Buyer Purchaser enforceable against Buyer in accordance with its termstheir respective terms (subject, except insofar as such enforceability may be limited by to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws and similar Laws relating to or equitable principles affecting the enforcement of creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered from time-to-time in a proceeding in equity or at laweffect). The execution and delivery by Purchaser of this Agreement and such other agreements and instruments and the consummation of the transactions contemplated hereby and thereby will not violate any law or conflict with or result in any breach of or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under any indenture, mortgage, lease, agreement or other instrument to which Purchaser is a party or by which it may be bound or affected provided that the consents and approvals disclosed on Schedule 6.2 hereto have been obtained. Except as specifically disclosed on Schedule 6.2 hereto, no approval, authorization, consent or other order or action of or filing by the Purchaser with any court, administrative agency, or other governmental authority is required for the execution and delivery by the Purchaser of this Agreement or such other agreements and instruments or its consummation of the transactions contemplated hereby or thereby. (b) Except as provided in Schedule 6.2 hereto, the Purchaser may execute, deliver and perform this Agreement, the Non- Competition Agreements and all other agreements to be executed in connection herewith without the necessity of obtaining any consent, approval, authorization or waiver or giving any notice or otherwise. This Agreement constitutes and, when executed and delivered, the Non- Competition Agreements will constitute the legal, valid and binding obligations of the Purchaser enforceable in accordance with their respective terms. (c) The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly Non-Competition Agreements, assuming that the consents, approvals, authorizations, waivers and validly authorized by all proper and requisite partnership actions notices set forth on the part of Buyer and Schedule 6.2 hereto are obtained or given, will not (a) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in constitute a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permitstatute, authorizationjudgment, consent order, decree or approval ofregulation or rule of any court, any Governmental Authority, except in governmental authority or arbitrator applicable or relating to the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this AgreementPurchaser.

Consents, Authorizations and Binding Effect. Buyer has full power (i) Purchaser and authority to execute Parent shall each execute, deliver and deliver perform this Agreement and each other Transaction Agreement the Operative Documents to which it is a partyparty without the necessity of Purchaser or Parent obtaining any consent, approval, authorization or waiver or giving any notice or otherwise. (ii) Purchaser and Parent each has the power to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of enter into this Agreement and the Transaction Agreements Operative Documents to which Buyer it is a party and to carry out its respective obligations hereunder and thereunder. This Agreement and the Operative Documents to which it is a party has been duly authorized, executed and delivered by Buyer Purchaser and Parent and constitutes the legal, valid and binding obligation of Buyer Purchaser and Parent, enforceable against Buyer Purchaser and Parent in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally . Asset Purchase Agreement Information Management Solutions, L.L.C. and by general principles of equity PDS Acquisition, Corp. (regardless of whether such enforceability is considered in a proceeding in equity or at law). iii) The execution, delivery and performance of this Agreement and the other Transaction Agreements Operative Documents to which it is a party has been duly by Purchaser and validly authorized by all proper and requisite partnership actions on the part of Buyer Parent does not and will not not: (aA) constitute a violation of its Articles of Incorporation or Bylaws or other governing documents, each as amended to date; (B) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to Purchaser or Parent or any of their respective assets or business; or (C) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach ofwith, or constitute (with a breach or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any contract, agreement, lease, promissory note, mortgage, guaranty, deed of trust, commitment, license, contractfranchise, leasePermit, agreement authorization or any other instrument or obligation to which Buyer Purchaser or Parent is a party or by which it or any of its properties or respective assets are bound; , or an event which with notice, lapse of time, or both, would result in any such conflict, breach, default or right. (civ) violate any Law applicable to Buyer or any The execution, delivery and performance of its properties or assets; or (d) except as required the Agreement and the Operative Documents, and the consummation of the Transaction, have been duly authorized and approved by the HSR Act, require any filing with, or the obtaining respective Boards of any permit, authorization, consent or approval of, any Governmental Authority, except in the case Directors of clauses (b), (c) Purchaser and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this AgreementParent.

Consents, Authorizations and Binding Effect. Buyer (a) Vireo may execute, deliver and perform this Agreement without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) Approval of the Vireo shareholders; (ii) consents, approvals, authorizations and waivers which have been obtained (or will be obtained prior to the Effective Date) and are unconditional, and in full force and effect, and notices which have been given on a timely basis; or (iii) those which, if not obtained or made, would not prevent or delay the consummation of the Business Combination or otherwise prevent Vireo from performing its respective obligations under this Agreement and would not be reasonably likely to have a Material Adverse Effect on Vireo. (b) Vireo has full corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this hereunder. (c) This Agreement and the Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer Vireo and constitutes the a legal, valid valid, and binding obligation of Buyer each, enforceable against Buyer Vireo in accordance with its terms, except insofar except: (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights generally or the relief of debtors; and (ii) that the remedy of specific performance and by general principles injunctive and other forms of equity equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (regardless of whether such enforceability is considered in a proceeding in equity or at law). d) The execution, delivery delivery, and performance of this Agreement and will not: (i) constitute a violation of the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part constating documents of Buyer and will not Vireo; (aii) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) with, result in a violation or the breach of, of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any others a right of termination, cancellation cancellation, creation or acceleration) underacceleration of any obligation under or the loss of any material benefit under or the creation of any benefit or right of any third party under any material Contract, material permit or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation material license to which Buyer Vireo is a party or by as to which it or any of its properties or assets are bound; property is subject which in any such case would have a Material Adverse Effect on Vireo; (ciii) violate constitute a violation of any Law applicable or relating to Buyer Vireo or its business except for such violations which would not have a Material Adverse Effect on Vireo; or (iv) result in the creation of any lien upon any of its properties the assets of Vireo other than such liens as would not have a Material Adverse Effect on Vireo. (e) Other than pursuant to this Agreement, neither Vireo nor any Affiliate or assets; or (d) except as required by Associate of Vireo nor, to the HSR Act, require any filing with, or the obtaining knowledge of any permit, authorization, consent or approval ofVireo, any Governmental Authority, except director or officer of Vireo beneficially owns or has the right to acquire a beneficial interest in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this AgreementDarien Shares.

Consents, Authorizations and Binding Effect. Buyer Each of Seller and ------------------------------------------- the Company has full corporate power and authority to execute and execute, deliver this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings respective obligations under this Agreement without the necessity of obtaining any consent, approval, authorization, advice or waiver or giving any notice, except for such consents, approvals, authorizations, advice or waivers (individually a "Consent" and obligations as provided herein collectively "Consents") which have been obtained and therein are unconditional and to consummate in full force and effect and such notices (individually a "Notice" and collectively "Notices") which have been duly given, all of which are listed on Section 2.1(b) of the transactions contemplated hereby Disclosure Schedule, and therebyexcept for Consents and Notices which are required under immaterial contracts the absence of which would not have a material adverse effect on the assets, business, financial condition or results of operations of the Company or Seller. Each The board of directors of each of Seller and the Company have duly authorized the execution, delivery and performance of this Agreement by Seller and the Transaction Agreements to which Buyer is a party Company. This Agreement has been duly executed and delivered by Buyer each of Seller and the Company and constitutes the their respective legal, valid and binding obligation of Buyer obligations, enforceable against Buyer them in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement by Seller and the other Transaction Agreements to which it is a party has been duly Company, and validly authorized by all proper and requisite partnership actions on the part consummation of Buyer and the transactions contemplated thereby will not not: (ai) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) with, result in a violation or the breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require the acceleration of any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, leaseagreement, agreement commitment, undertaking, restriction or other instrument or obligation to which Buyer Seller or the Company is a party or by which it either of them may be bound or affected; (ii) constitute a violation of any statute, judgment, order, decree, regulation or rule of its properties any court, governmental authority or assets are boundarbitrator applicable or relating to or binding upon Seller or the Company; or (ciii) violate any Law applicable to Buyer provision of the Articles of Incorporation or any Bylaws of its properties or assets; or (d) except as required by the HSR Act, require any filing with, Seller or the obtaining Articles of any permit, authorization, consent or approval of, any Governmental Authority, except in Association of the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this AgreementCompany.

Consents, Authorizations and Binding Effect. Buyer has (1) Seller and Agreeing Parties may execute, deliver and perform this Agreement without the necessity of any of the Seller obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations waivers and notices which have been obtained and are unconditional and are in full force and effect. (2) American, DS International and DSWSI have the corporate power and authority to execute and deliver enter into this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings and their respective obligations as provided herein and therein and to consummate the transactions contemplated hereby and therebyhereunder. Each of this This Agreement and the Transaction Agreements to which Buyer is a party has been duly authorized, executed and delivered by Buyer the Seller and Agreeing Parties with any requisite shareholder consents and constitutes the legal, valid and binding obligation of Buyer the Seller and Agreeing Parties, enforceable against Buyer the Seller and Agreeing Parties, respectively, in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally and by general principles of equity . (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3) The execution, delivery and performance of this Agreement by the Seller and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer Agreeing Parties do not and will not not: (ai) constitute a violation of the Articles of Incorporation or Certificates of Formation, as amended, or the Bylaws of any of the corporate Seller or Agreeing Parties; (ii) constitute a violation of any statute, judgment, order, decree or regulation or rule of any governmental authority applicable or relating to any of the Seller or Agreeing Parties or the Assets or the business of any of the Seller or Agreeing Parties, or (iii) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach ofwith, or constitute (with a breach or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any contract, agreement, lease, mortgage, guaranty, deed of trust, commitment, license, contractfranchise, leasepermit, agreement authorization or any other instrument or obligation to which Buyer Seller or either of the Agreeing Parties is a party or by which it or any of its properties or their respective assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or an event which without notice, lapse of time, or other, would result in any such conflict, breach, default or right. (4) Without limiting the obtaining of any permitforegoing, authorizationthe execution, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) delivery and (d) performance of this Section 4.2 for any such violations, breaches, defaults, rights Agreement and consummation of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated hereby, have been duly authorized and approved by this Agreementthe Board of Directors and Shareholders of American, DS International and DSWSI without dissent.

Consents, Authorizations and Binding Effect. Buyer has full power (i) Purchaser may execute, deliver and authority to execute and deliver perform this Agreement (including without limitation execution, delivery and each other Transaction Agreement performance of the Operative Documents to which it is a party) without the necessity of Purchaser obtaining any consent, approval, authorization or waiver or giving any notice or otherwise. (ii) Purchaser has the power to enter into this Agreement and to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and therebyhereunder. Each of this This Agreement and the Transaction Agreements to which Buyer is a party has been duly authorized, executed and delivered by Buyer Purchaser and constitutes the legal, valid and binding obligation of Buyer Purchaser, enforceable against Buyer Purchaser in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally . Membership Interest Purchase Agreement Page 26 of 71 Xxxxx Xxxxxxx, Singular Payments, LLC, and by general principles of equity Payment Data Systems, Inc. (regardless of whether such enforceability is considered in a proceeding in equity or at law). iii) The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer Purchaser does not and will not not: (aA) constitute a violation of its Articles of Incorporation or Bylaws; (B) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to Purchaser or its assets or business; or (C) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach ofwith, or constitute (with a breach or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any contract, agreement, lease, promissory note, mortgage, guaranty, deed of trust, commitment, license, contractfranchise, leasePermit, agreement authorization or any other instrument or obligation to which Buyer Purchaser is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining an event which with notice, lapse of any permittime, authorizationor both, consent or approval of, any Governmental Authority, except would result in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violationsconflict, breachesbreach, defaultsdefault or right. (iv) The execution, rights delivery and performance of terminationthe Operative Documents, cancellation or acceleration or requirements which, individually or in and the aggregate, would not adversely affect the ability consummation of Buyer to consummate the transactions contemplated thereby, have been duly authorized and approved by this Agreementthe Board of Directors of Purchaser.

Consents, Authorizations and Binding Effect. Buyer has full power (1) Seller and authority to execute SDI may execute, deliver and deliver perform this Agreement (including without limitation execution, delivery and each other Transaction Agreement performance of the Operative Documents to which it each of them is a party) without the necessity of the Seller obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices: (a) which have been obtained and are unconditional and are in full force and effect and such notices which have been given; (b) which are described on Appendix 3.1(B) to carry out and perform its undertakings and obligations as provided herein and therein and Seller's Disclosure Letter; or (c) which if not obtained would not have a material adverse impact on the Transaction or Purchaser's use of the Assets or the Business. (2) Seller has the corporate power to consummate the transactions contemplated hereby and thereby. Each of enter into this Agreement and the Transaction Agreements Operative Documents and to which Buyer is a party carry out its respective obligations hereunder and thereunder. This Agreement has been and the Operative Documents will be duly authorized, executed and delivered by Buyer Seller and constitutes constitute the legal, valid and binding obligation obligations of Buyer Seller, enforceable against Buyer it in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally and by general principles of equity . (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3) The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer Seller does not and will not not: (a) conflict with constitute a violation of its Articles of Incorporation, as amended, or breach any provision of the partnership agreement or similar governing documents of Buyer; its Bylaws, as amended, (b) result in constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to Seller or SDI or the Assets or the Business, (c) to the knowledge of Seller, constitute a material breach ofor material default under, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any material right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any contract, agreement, lease, mortgage, guaranty, deed of trust, commitment, license, contractfranchise, leasePermit, agreement authorization or any other instrument or obligation to which Buyer Seller is a party or by which it or any of its properties or assets the Assets are bound; (c) violate , or an event which with notice, lapse of time, or both, would result in any Law applicable to Buyer such conflict, breach, default or any right other than those breaches, defaults or violations which Seller shall have cured on or before the Effective Time of its properties Closing and except where such breach or assets; default would not have a material adverse effect or materially restrict or impair Newco's acquisition of the Assets, or (d) result in a Lien against the Assets except as required by the HSR Act, require any filing with, Lien arising out of this Agreement or the obtaining Operative Documents. (4) Without limiting the foregoing, the execution, delivery and performance of any permitthe Operative Documents, authorization, consent or approval of, any Governmental Authority, except in the case and consummation of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated thereby, have been duly authorized and approved by this Agreementthe Board of Directors of Seller and by SDI as the sole shareholder of Seller.

Consents, Authorizations and Binding Effect. Buyer has full power (a) Each of Parentco and authority to execute Subco may execute, deliver and deliver perform this Agreement and each other Transaction Document to which it is a party without the necessity of obtaining any consent, approval, authorization or waiver, or giving any notice or otherwise, except: (i) consents, approvals, authorizations and waivers which have been obtained and are unconditional and in full force and effect, and notices which have been given on a timely basis; and (ii) those which, if not obtained or made, would not prevent or delay the consummation of the Arrangement or otherwise prevent either of Parentco or Subco from performing its obligations under this Agreement. (b) Each of Parentco and Subco has full corporate power and authority to execute this Agreement and the Transaction Documents to which it is a party, to carry out and perform its undertakings obligations hereunder and obligations as provided herein and therein thereunder, and to consummate complete the transactions contemplated hereby and thereby. Arrangement. (c) Each of this Agreement and the other Transaction Agreements Documents to which Buyer Parentco or Subco is a party has been duly executed and delivered by Buyer Parentco or Subco, as the case may be, and constitutes the a legal, valid valid, and binding obligation of Buyer Parentco or Subco, as the case may be, enforceable against Buyer each of Parentco or Subco in accordance with its respective terms, except insofar except: (i) as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium insolvency and similar Laws of general application relating to or affecting the enforcement of creditors’ rights generally or the relief of debtors; and (ii) that the remedy of specific performance and by general principles injunctive relief and other forms of equity equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (regardless of whether such enforceability is considered in a proceeding in equity or at law). d) The execution, delivery and performance of this Agreement and the each other Transaction Agreements Document to which it is they are party by each of Parentco and Subco will not: (i) constitute a party has been duly violation of their respective Constating Documents, each as amended; or (ii) constitute a violation of any Law applicable or relating to either of Parentco and validly authorized by all proper and requisite partnership actions on Subco or their respective businesses except for such violations which would not prevent or delay the part of Buyer and will not (a) conflict with or breach any provision completion of the Arrangement, including foreign exchange controls. (e) Neither Parentco nor Subco or any of their respective Affiliates or Associates beneficially owns or has the right to acquire a beneficial interest in any Shares, except pursuant to the Transaction Documents. (f) All of the issued and outstanding capital stock of Subco is owned by Parentco and its Affiliates. There are no subscriptions, options, warrants, convertible securities, equity securities, partnership agreement interests or similar governing documents ownership interests, calls, rights (including preemptive rights), commitments or agreements of Buyer; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation character to which Buyer Subco is a party or by which it is bound obligating Subco to issue, deliver or sell, or cause to be issued, delivered or sold, redeem or otherwise acquire, any securities or other ownership interests of Subco; other than agreements, if any, between Subco and Parentco. (g) There are no actions, suits, claims or proceedings, whether in equity or at law, or any investigations by a Governmental Entity pending or, to the knowledge of its properties Parentco, threatened against Parentco and/or Subco, which question or assets are bound; (c) violate any Law applicable to Buyer challenge the validity of this Agreement, or any of its properties or assets; or (d) except as required by the HSR Act, require any filing withother Transaction Document, or any action taken or to be taken pursuant hereto or thereto. (h) Parentco has cash resources and/or binding commitments to provide financing in an aggregate amount sufficient to enable payment of the obtaining full amount which is payable to the Securityholders in accordance with the Plan of Arrangement. Parentco has furnished to Zemex true and complete copies of all such financing commitments. Such financing commitments are binding on the parties thereto and are enforceable in accordance with their terms, subject to the same exceptions as are listed in Section 2.02(c) above. Parentco has no knowledge or reason to believe that the parties issuing such commitments will not fund them in accordance with their terms. (i) Parentco has caused Subco to be formed for the purpose of consummating the transaction contemplated hereby. Subco has no Liabilities, other than liabilities incident to its incorporation which are not material in amount or Liabilities between Parentco and Subco. (j) Neither Parentco nor any permit, authorization, consent or approval of, any Governmental Authority, except affiliate of Parentco (as defined in the case Competition Act (Canada)) owns or as of clauses the Closing Date will own any assets located in Canada. Neither Parentco nor any affiliate of Parentco (b), (cas so defined) and (d) of this Section 4.2 for has sold any such violations, breaches, defaults, rights of termination, cancellation products or acceleration or requirements which, individually or provided any services in Canada in the aggregatetwelve month period immediately preceding the date hereof and will not have done so as of the Closing Date. (k) Neither Parentco nor any Affiliate of Parentco has sold any products or provided any services in the United States during its most recent fiscal year. Except for investment assets or securities of unrelated Persons, would the aggregate amount of assets in the United States of Parentco and its Affiliates does not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreementexceed $1,000,000.