Common use of Power, Authorization and Validity; Adverse Changes Clause in Contracts

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of Acquirer and Minimee has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements and the Noncompetition Agreements (the "Acquirer Ancillary Agreements"). This Agreement and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, as applicable. The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and Minimee's Board of Directors, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 This Agreement and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and Minimee, enforceable against Acquirer and Minimee in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 Since the Lates Balance Sheet Date, there has not been with respect to Acquirer any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of 4.2.1 Acquirer and Minimee has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements Agreement and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection (the "Acquirer Ancillary Agreements"). This Agreement has been duly executed and delivered by Acquirer and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, (as applicable). The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and Minimee's Board of Directorsshareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 4.2.3 This Agreement is and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeAcquirer, enforceable against Acquirer and Minimee in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 . 4.2.4 Since the Lates Balance Sheet DateMarch 31, 2003, there has not been with respect to Acquirer any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of 4.2.1 Acquirer and Minimee has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements Agreement and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection (the "Acquirer Ancillary Agreements"). This Agreement has been duly executed and delivered by Acquirer and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, (as applicable). The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and Minimee's Board of Directorsshareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee Parent are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 4.2.3 This Agreement is and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeAcquirer, enforceable against Acquirer and Minimee in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 4.2.4 Since the Lates Balance Sheet DateJune 30, 2002, there has not been with respect to Acquirer or Parent any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of Acquirer and Minimee Sub has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements and the Noncompetition Agreements (the "Acquirer Ancillary Agreements"). This Agreement and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and MinimeeSub, as applicable. The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and MinimeeSub's Board of Directors, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee Sub are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee Sub as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law Law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee Sub are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 This Agreement and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee Sub (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeSub, enforceable against Acquirer and Minimee Sub in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision provisions requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 Since the Lates Balance Sheet Date, there has not been with respect to Acquirer any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of 4.2.1 Acquirer and Minimee has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection (the "Acquirer Ancillary Agreements"). This Agreement has been duly executed and delivered by Acquirer and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, (as applicable). The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and Minimee's Board of Directorsshareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 4.2.3 This Agreement is and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeAcquirer, enforceable against Acquirer and Minimee in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 4.2.4 Since the Lates Balance Sheet DateJune 30, 2003, there has not been with respect to Acquirer any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of 4.2.1 Acquirer and Minimee has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection herewith (the "Acquirer Ancillary Agreements"). This Agreement has been duly executed and delivered by Acquirer and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, (as applicable). The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and Minimee's Board of Directorsshareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 4.2.3 This Agreement is and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeAcquirer, enforceable against Acquirer and Minimee in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 4.2.4 Since the Lates Balance Sheet DateJune 30, 2002, there has not been with respect to Acquirer or Trinity Companies, Inc., a Utah corporation and parent company of Acquirer ("Parent") any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of Acquirer and Minimee Newco has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements Agreement and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection (the "Acquirer Ancillary Agreements"). This ----------------------------- Agreement and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and MinimeeNewco, as applicable. The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and MinimeeNewco's Board of DirectorsDirectors and shareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee Newco are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee Newco as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate Articles of Merger with the Secretary of State of the State of DelawareDivision, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware Utah law and the filing of appropriate documents with the relevant authorities of states other than Delaware and Utah in which Acquirer and Minimee Newco are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities lawslaws and (c) the filings required by the HSR Act. 3.2.3 This Agreement and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee Newco (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeNewco, enforceable against Acquirer and Minimee Newco in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 Since the Lates Balance Sheet DateSeptember 30, 1999, there has not been with respect to Acquirer any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of Acquirer and Minimee Newco has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements Agreement and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection (the "Acquirer Ancillary Agreements"). This Agreement has been duly executed and delivered by Acquiror and Newco and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, Newco (as applicable). The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and MinimeeNewco's Board of DirectorsDirectors and shareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee Newco are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained -21- to enable Acquirer and Minimee Newco as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate Articles of Merger with the Secretary of State of the State of DelawareState, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware Utah law and the filing of appropriate documents with the relevant authorities of states other than Delaware Utah in which Acquirer and Minimee Newco are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 This Agreement is and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee Newco (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeNewco, enforceable against Acquirer and Minimee Newco in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 Since the Lates Balance Sheet DateJune 30, 2002, there has not been with respect to Acquirer any Material Adverse Change.

Power, Authorization and Validity; Adverse Changes. 3.2.1 Each of 4.2.1 Acquirer and Minimee has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and under the Escrow Agreement, the Employment Agreements Agreement and the Noncompetition Agreements each other agreement to be entered by Acquirer in connection (the "Acquirer Ancillary Agreements"). This Agreement has been duly executed and delivered by Acquirer and the Acquirer Ancillary Agreements have been or will be duly executed and delivered by Acquirer and Minimee, (as applicable). The execution, delivery and performance of this Agreement and the Acquirer Ancillary Agreements have been duly and validly approved and authorized by Acquirer's Board of Directors and Minimee's Board of Directorsshareholders, as applicable, and no other corporate approvals or proceedings on the part of Acquirer or Minimee are necessary to authorize this Agreement and the transactions contemplated hereby. 3.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary or required to be made or obtained to enable Acquirer and Minimee as applicable, to enter into, and to perform its obligations under, this Agreement and the Acquirer Ancillary Agreements, except for (a) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware law and the filing of appropriate documents with the relevant authorities of states other than Delaware in which Acquirer and Minimee are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 3.2.3 4.2.3 This Agreement is and the Acquirer Ancillary Agreements are, or when executed and delivered by Acquirer and Minimee (as applicable) and the other parties thereto will be, valid and binding obligations of Acquirer and MinimeeAcquirer, enforceable against Acquirer and Minimee in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) the enforceability of provision requiring indemnification in connection with the offering, issuance or sale of securities. 3.2.4 4.2.4 Since the Lates Balance Sheet DateSeptember 30, 2003, there has not been with respect to Acquirer any Material Adverse Change.