Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. NAS has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NAS and the consummation by NAS of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NAS. This Agreement has been duly executed and when delivered by NAS shall constitute a valid and binding obligation of NAS, enforceable against NAS in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "put" right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NAS under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NAS, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NAS, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NAS or could not prevent, hinder or materially delay the ability of NAS to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. NAS OICco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NAS OICco and the consummation by NAS OICco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NASOICco. This Agreement has been duly executed and when delivered by NAS OICco shall constitute a valid and binding obligation of NASOICco, enforceable against NAS OICco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "“put" ” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NAS OICco under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NASOICco, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NASOICco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NAS OICco or could not prevent, hinder or materially delay the ability of NAS OICco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. NAS SHE has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NAS SHE and the consummation by NAS SHE of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NASSHE. This Agreement has been duly executed and when delivered by NAS SHE shall constitute a valid and binding obligation of NASSHE, enforceable against NAS SHE in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "“put" ” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NAS under SHE under, (i) its articles of incorporation, bylaws, or other charter documents; documents of SHE (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NASSHE, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NASSHE, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NAS SHE or could not prevent, hinder or materially delay the ability of NAS SHE to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. NAS The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NAS the Company and the consummation by NAS the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NASthe Company. This Agreement has been duly executed and when delivered by NAS the Company shall constitute a valid and binding obligation of NASthe Company, enforceable against NAS the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' ’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or "“put" ” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NAS under the Company under, (i) its articles the Company’s certificate of incorporation, bylawsmemorandum of association, articles of association, bylaws or other organizational or charter documents; documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NASthe Company, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NASthe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NAS the Company or could not prevent, hinder or materially delay the ability of NAS the Company to consummate the transactions contemplated by this Agreement.