Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Ancillary Agreements have been duly and validly approved and authorized by OWP's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP Stock. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP to enter into, and to perform its obligations under, this Agreement and the OWP Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State and the filing of appropriate documents with the relevant authorities of other states in which OWP is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 This Agreement and the OWP Ancillary Agreements are, or when executed by OWP and the Principal Shareholder will be, valid and binding obligations of OWP and the Principal Shareholder enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries of State.

Power, Authorization and Validity. 2.2.1 Each of OWP 3.2.1 Excite and the Principal Shareholder has Merger Sub have the right, power, legal capacity and authority to enter into and perform its their obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Excite or Merger Sub is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Excite Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Excite Ancillary Agreements have been duly and validly approved and authorized by OWPExcite's Board of Directors and have been unanimously approved by the holders Merger Sub's Board of all outstanding shares of OWP StockDirectors and sole stockholder. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Excite or Merger Sub to enter into, and to perform its obligations under, this Agreement and the OWP Excite Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and State, the filing of appropriate documents with the relevant authorities of other states in which OWP is Excite and Merger Sub are qualified to do business, if any, ; and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Excite Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Excite and/or Merger Sub (as applicable) will be, valid and binding obligations of OWP Excite and the Principal Shareholder Merger Sub enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder Target has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Target is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Target Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Target Ancillary Agreements have been duly and validly approved and authorized by OWPTarget's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Target to enter into, and to perform its obligations under, this Agreement and the OWP Target Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which OWP Target is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, (c) the approval of the Target Shareholders of the transactions contemplated hereby, and (d) such filings as may be required to transfer or assign applicable environmental permits or other permits as may be required by applicable laws or regulations. 2.2.3 This Agreement and the OWP Target Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Target will be, valid and binding obligations of OWP and the Principal Shareholder Target enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Acquirer has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which OWP and the Principal Shareholder Acquirer is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Acquirer Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Acquirer Ancillary Agreements have been duly and validly approved and authorized by OWPAcquirer's Board of Directors Directors, and have been unanimously approved by the holders as required, Merger Sub's Board of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Acquirer to enter into, and to perform its obligations under, this Agreement and the OWP Acquirer Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which OWP Acquirer is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Acquirer Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Acquirer will be, valid and binding obligations of OWP and the Principal Shareholder Acquirer enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Acquirer has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Acquirer is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary AgreementsACQUIRER ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Acquirer Ancillary Agreements have been duly and validly approved and authorized by OWPAcquirer's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Acquirer to enter into, and to perform its obligations under, this Agreement and the OWP Acquirer Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State of the States of California and Delaware, the recording of the Agreement of Merger in the office of the Recorder of the Delaware county in which Target's registered office is located, and the filing of appropriate documents with the relevant authorities of other states in which OWP Acquirer is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities lawssecurities. 2.2.3 3.2.3 This Agreement and the OWP Acquirer Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Acquirer will be, valid and binding obligations of OWP and the Principal Shareholder Acquirer enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the Secretaries of State of the States of California and Delaware Secretaries of StateDelaware.

Power, Authorization and Validity. 2.2.1 4.2.1 Each of OWP Retek and the Principal Shareholder Merger Sub has the corporate right, power, legal capacity and authority to enter into and perform his or its respective obligations under this Agreement, and all agreements to which OWP Retek and the Principal Shareholder is Merger Sub are or will be a party that are required to be executed pursuant to this Agreement (the "OWP Retek Ancillary Agreements"). The execution, delivery and ---------------------------- performance of this Agreement and the OWP Retek Ancillary Agreements have been duly and validly approved and authorized by OWP's Board all necessary corporate action on the part of Directors each of Retek and have been unanimously approved by the holders of all outstanding shares of OWP StockMerger Sub. 2.2.2 4.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP either of Retek or Merger Sub to enter into, and to perform his or its respective obligations under, this Agreement and the OWP Retek Ancillary Agreements, except for (a) the filing of the Agreement Certificate of Merger with the California and Delaware Secretaries New York Secretary of State and State, (b) the filing of appropriate documents with the relevant authorities of other states in which OWP Retek is qualified to do business, if any, and (bc) such filings as may be required to comply with federal and state securities laws. 2.2.3 4.2.3 This Agreement and the OWP Retek Ancillary Agreements are, or when executed by OWP Retek and the Principal Shareholder Merger Sub, as applicable, will be, valid and binding obligations of OWP both of Retek and the Principal Shareholder Merger Sub, as applicable, enforceable against OWP and the Principal Shareholder 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 remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Certificate of Merger will not be effective until filed with the California and Delaware Secretaries of StateEffective Time.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder CFI has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which OWP and the Principal Shareholder CFI is or will be a party that are required to be executed pursuant to this Agreement (the "OWP CFI Ancillary Agreements"). The execution, delivery and performance of this This Agreement and the OWP CFI Ancillary Agreements have been duly and validly approved and authorized by OWP's the CFI Board of Directors and have been unanimously approved shareholders, as required by the holders of all outstanding shares of OWP Stockapplicable law. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP CFI to enter into, and to perform its obligations under, this Agreement and the OWP CFI Ancillary Agreements, except for (a) the filing of the Certificate of Merger and the Agreement of Merger with the California and Delaware Secretaries of State of the States of Delaware and California, respectively, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware and California law and the filing of appropriate documents with the relevant authorities of the states other states than California in which OWP CFI is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, (c) consents required under contracts disclosed in Item 2.5 as exceptions to the representation made in the last sentence of Section 2.5 below and (d) the approval of the CFI Shareholders. 2.2.3 This Agreement and the OWP CFI Ancillary Agreements are, or when executed and delivered by OWP CFI and the Principal Shareholder other parties thereto will be, valid and binding obligations of OWP CFI enforceable against CFI and the Principal Shareholder enforceable against OWP and the Principal Shareholder CFI Shareholders (as applicable) 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, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies; provided, however, that the Agreement of Merger CFI Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Parent has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Parent is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Parent Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Parent Ancillary Agreements have been duly and validly approved and authorized by OWP's Board all necessary corporate action on the part of Directors Parent. The Parent Stock to be issued to the Shareholders in the Merger will be , upon such issuance, duly authorized, validly issued, fully paid and have been unanimously approved by non-assessable, and, except as provided in this Agreement and the holders Escrow Agreement, free and clear of all outstanding shares pledges, claims, liens, charges, encumbrances and security interests of OWP Stockany kind or nature whatsoever. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Parent to enter into, and to perform its obligations under, this Agreement and the OWP Parent Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and of the filing State of appropriate documents with the relevant authorities of other states in which OWP is qualified to do businessDelaware, if any, and (b) such filings as may be required to comply with federal and state securities laws, (c) the filing of a share listing with the London Stock Exchange in respect of the Parent Stock to be issued in the Merger, and (d) filings required under the HSR Act. 2.2.3 3.2.3 This Agreement and the OWP Parent Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Parent will be, valid and binding obligations of OWP and the Principal Shareholder Parent, enforceable against OWP and the Principal Shareholder Parent 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, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies; provided, however, that the Agreement of Merger and the Parent Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Seven has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Seven is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary AgreementsSEVEN ANCILLARY AGREEMENTS")) and Seven has all requisite corporate power and authority to consummate the Merger. The execution, delivery and performance of this Agreement and the OWP Seven Ancillary Agreements have been duly and validly approved and authorized by OWPSeven's Board of Directors Directors. Each of the Principal Shareholders has the right, power, legal capacity, and have been unanimously approved authority to enter into, execute, deliver, and perform his or her respective obligations under this Agreement and each of the Ancillary Agreements to be executed and delivered by such Principal Shareholder (the holders of all outstanding shares of OWP Stock"PRINCIPAL SHAREHOLDER ANCILLARY AGREEMENTS"). 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Seven or any Principal Shareholder to enter into, and to perform its obligations under, this Agreement and Agreement, the OWP Seven Ancillary Agreements, and the Shareholder Ancillary Agreements except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State State, and the filing of appropriate documents with the relevant authorities of other states in which OWP Seven is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval of the Seven Shareholders of the transactions contemplated hereby. 2.2.3 3.2.3 This Agreement and the OWP Seven Ancillary Agreements are, or when executed by OWP Seven will be, valid and binding obligations of Seven, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies; provided, however, that the Agreement of Merger will not be effective until filed with the Delaware and California Secretaries of State. This Agreement and each of the Principal Shareholder Ancillary Agreements are, or when executed by the each Principal Shareholder will be, valid and binding obligations of OWP and the such Principal Shareholder enforceable against OWP and the Principal Shareholder 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, generally and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies; provided, however, that the Agreement of Merger will not be effective until filed with the Delaware and California and Delaware Secretaries of State.

Power, Authorization and Validity. 2.2.1 (a) Each of OWP and the Principal Significant Shareholder has the right, power, legal capacity and authority to enter into and perform its respective obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Escrow Agreement, the Registration Rights Agreement, its Investment Representation Letter and (if applicable) its Noncompetition Agreement (collectively, the "SIGNIFICANT SHAREHOLDERS ANCILLARY AGREEMENTS") to which it is a party. This Agreement and the Significant Shareholders Ancillary Agreements have been duly and validly approved and authorized by OWP's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockSignificant Shareholders. 2.2.2 (b) No filing, authorization authorization, consent or approval, governmental or otherwise, or filing with any governmental authority or court is necessary to enable OWP the Significant Shareholders to enter into, and to perform its their respective obligations under, this Agreement and or the OWP Significant Shareholders Ancillary Agreements, except for (a) the filing of the Agreement Certificate of Merger with the California and Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities Delaware Secretary of other states in which OWP is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities lawsState. 2.2.3 (c) This Agreement and the OWP Significant Shareholders Ancillary Agreements are, or when have been duly executed and delivered by OWP the Significant Shareholders. This Agreement and the Principal Shareholder will be, Significant Shareholders Ancillary Agreements are valid and binding obligations of OWP and the Principal Shareholder Significant Shareholders enforceable against OWP and the Principal Shareholder Significant Shareholders in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Acquirer has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Acquirer is or will be a party that are required to be executed pursuant to this Agreement and attached as exhibits to this agreement (the "OWP Ancillary AgreementsACQUIRER ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Acquirer Ancillary Agreements have been duly and validly approved and authorized by OWPAcquirer's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Acquirer to enter into, and to perform its obligations under, this Agreement and the OWP Acquirer Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Secretary of State, the filing of the Certificate of Merger with the Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which OWP Acquirer is 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, if any, required by the HSR Act. 2.2.3 3.2.3 This Agreement and the OWP Acquirer Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Acquirer will be, valid and binding obligations of OWP and the Principal Shareholder Acquirer enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California Secretary of State and the Certificate of Merger will not be effective until filed with the Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP Premier and the Principal Shareholder has the right, power, Premier --------------------------------- Shareholders have all requisite legal capacity and corporate power and authority to enter into and perform its their respective obligations under this Agreement, and all agreements to which OWP Agreement and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary Agreements"), and, subject to the approval of Premier Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the OWP Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by OWP's Board all necessary action (corporate or other) on the part of Directors and have been unanimously approved by the holders of all outstanding shares of OWP Stock. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP to enter into, and to perform its obligations under, this Agreement and the OWP Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State and the filing of appropriate documents with the relevant authorities of other states in which OWP is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 Premier. This Agreement and the OWP Ancillary Agreements arehave been duly or will be executed and delivered by Premier and, or when executed subject to such approval by OWP and the Principal Shareholder will bePremier Shareholders, constitute valid and binding obligations of OWP and the Principal Shareholder Premier, enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as terms subject to the effect, if any, of (a) applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the creditors' rights of creditors generallygenerally from time to time in effect and to general equitable principles. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (b) rules of law governing specific performancea "Governmental Entity"), injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification is required by or with respect to Premier in connection with the offering, issuance execution and delivery of this Agreement or sale any Ancillary Agreement or the consummation of securities; provided, however, that the transactions contemplated hereby or thereby except for (i) the filing of the Merger Agreement of Merger will not be effective until filed with the California Secretary of State of the States of Delaware and Delaware Secretaries of StateCalifornia, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and (iii) such other consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 3.2.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Acquirer has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Acquirer is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Acquirer Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Acquirer Ancillary Agreements have been duly and validly approved and authorized by OWPAcquirer's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Acquirer to enter into, and to perform its obligations under, this Agreement and the OWP Acquirer Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State State, the recording of the Agreement of Merger in the office of the Recorder of the Delaware county in which Newco's registered office is located, and the filing of appropriate documents with the relevant authorities of other states in which OWP Acquirer is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Acquirer Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Acquirer will be, valid and binding obligations of OWP and the Principal Shareholder Acquirer enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Prism has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Prism is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Prism Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Prism Ancillary Agreements have been duly and validly approved and authorized by OWPPrism 's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Prism to enter into, and to perform its obligations under, this Agreement and the OWP Prism Ancillary Agreements, except for (a) the filing of the Certificate of Merger and the Agreement of Merger with the Delaware and California and Delaware Secretaries of State State, respectively, the the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware and California law and the filing of appropriate documents with the relevant authorities of other states in which OWP Prism is qualified to do business, if any, and (b) such post-closing filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Prism Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Prism will be, valid and binding obligations of OWP and the Principal Shareholder Prism, enforceable against OWP and the Principal Shareholder Prism 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, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies; provided, however, that the Certificate of Merger, the Agreement of Merger and the Prism Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 4.2.1 Interwoven has the right, power, legal capacity power and authority to enter into into, execute and perform its obligations under this Agreement, and all agreements to which OWP Agreement and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Interwoven Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Interwoven Ancillary Agreements by Interwoven have been duly and validly approved and authorized by OWPInterwoven's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 4.2.2 No filing, authorization authorization, consent, approval or approvalorder, governmental or otherwise, is necessary or required to enable OWP Interwoven to enter into, and to perform its obligations under, this Agreement and or the OWP Interwoven Ancillary Agreements, except for (a) the filing with the SEC of a Form D, if required; (b) the filing of the Agreement of Merger (or the Certificate of Merger) with the Delaware Secretary of State and any such further documents as may be required under the Delaware General Corporation Law to effect the Merger; (c) the filing of the Agreement of Merger (and related officers' certificates) with the California and Delaware Secretaries Secretary of State and any such further documents as may be required under the filing of appropriate documents with California Corporations Code to effect the relevant authorities of Merger; and (d) such other states in which OWP is qualified to do businessfilings, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 4.2.3 This Agreement and the OWP Interwoven Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Interwoven will be, valid and binding obligations of OWP and the Principal Shareholder Interwoven, enforceable against OWP and the Principal Shareholder 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, generally and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries of Stateremedies.

Power, Authorization and Validity. 2.2.1 Each of OWP 3.2.1 ISI and the Principal Shareholder has Newco have the right, power, legal capacity and authority to enter into and perform its their obligations under this Agreement, and all agreements to which OWP ISI and the Principal Shareholder is Newco are or will be a party that are required to be executed pursuant to this Agreement (the "OWP ISI Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP ISI Ancillary Agreements have been duly and validly approved and authorized by OWPISI's Board of Directors and have been unanimously approved by the holders Newco's Board of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP ISI or Newco to enter into, and to perform its their obligations under, this Agreement and the OWP ISI Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and Delaware Secretary of State, the filing of appropriate documents with the relevant authorities of other states in which OWP is ISI and Newco are qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP ISI Ancillary Agreements are, or when executed by OWP ISI and the Principal Shareholder Newco will be, valid and binding obligations of OWP ISI and the Principal Shareholder Newco enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California Secretary of State and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder (a) Itec has the right, power, legal capacity and authority to: (i) to carry on its business as now conducted and as proposed to be conducted; (ii) to own, use and lease its properties in the manner in which its properties are currently owned, used and leased and in the manner in which its properties are proposed to be owned, used and leased; and (iii) enter into and perform its obligations under this Agreement, Agreement and all agreements other Merger Agreements to which OWP and the Principal Shareholder Itec is or will be a party that are required to be executed pursuant to this Agreement (collectively with this Agreement, the "OWP Ancillary AgreementsITEC MERGER AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Ancillary Itec Merger Agreements have been duly and validly approved and authorized by OWPItec's Board of Directors Directors, and have been unanimously approved as required, by the holders Merger Sub's Board of all outstanding shares of OWP StockDirectors. 2.2.2 (b) No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Itec to enter into, into and to perform its obligations under, this Agreement and under the OWP Ancillary Itec Merger Agreements, except for for: (ai) the filing of the Agreement Certificate of Merger with the Delaware and California and Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which OWP Itec is qualified to do business, if any, and ; (bii) such filings as may be required to comply with federal and state securities laws; and (iii) such other approvals as of which Itec has made Rose Waste aware prior to the execution of this Agreement. 2.2.3 This Agreement and the OWP Ancillary (c) The Itec Merger Agreements are, or when executed by OWP and the Principal Shareholder Itec will be, valid and binding obligations of OWP and the Principal Shareholder Itec enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as to the effect, if any, of of: (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, ; (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies; and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Certificate of Merger will not be effective until filed with the Delaware and California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Buyer has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Buyer is or will be a party that are required to be executed pursuant to this Agreement (the "OWP “Buyer Ancillary Agreements"”). The execution, delivery and performance of this Agreement and the OWP Buyer Ancillary Agreements have been duly and validly approved and authorized by OWP's Board Buyer’s board of Directors directors in compliance with applicable law and have been unanimously approved by the holders certificate of all outstanding incorporation and bylaws of the Buyer. Buyer has authorized a sufficient number of shares of OWP Stockits capital stock to effect the terms of the Merger as described in this Agreement. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Buyer to enter into, and to perform its obligations under, this Agreement and the OWP Buyer Ancillary Agreements, except for (a) the filing of the Agreement Certificates of Merger with the California and Delaware Secretaries Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which OWP Buyer is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Buyer Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Buyer will be, valid and binding obligations of OWP and the Principal Shareholder Buyer enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Certificates of Merger will not be effective until filed with the California and Delaware Secretaries of State.

Power, Authorization and Validity. 2.2.1 3.2.1 Each of OWP Macromedia and the Principal Shareholder Newco has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Macromedia or Newco is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary AgreementsMACROMEDIA ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Macromedia Ancillary Agreements have been duly and validly approved and authorized by OWPMacromedia's Board of Directors and have been unanimously approved by the holders Newco's Board of all outstanding shares of OWP StockDirectors, as applicable. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Macromedia to enter into, and to perform its obligations under, this Agreement and the OWP Macromedia Ancillary Agreements, except for (a) the filing of the Agreement of Merger and the Certificate of Merger with the California and Delaware Secretaries Secretary of State and the Delaware Secretary of State, respectively, and the filing of appropriate documents with the relevant authorities of other states in which OWP Macromedia is qualified to do business, if any, and (b) such post-closing filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Macromedia Ancillary Agreements are, or when executed by OWP Macromedia and Newco (as applicable) and the Principal Shareholder other parties thereto will be, valid and binding obligations of OWP Macromedia and the Principal Shareholder Newco, enforceable against OWP Macromedia and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securitiesindemnification; provided, however, that the Agreement of Merger, the Certificate of Merger and the Macromedia Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Each of OWP 3.2.1 Excite and the Principal Shareholder has Sub have the right, power, legal capacity and authority to enter into and perform its their obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Excite or Sub is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Excite Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Excite Ancillary Agreements have been duly and validly approved and authorized by OWPExcite's Board of Directors and have been unanimously approved by the holders Sub's Board of all outstanding shares of OWP StockDirectors and sole shareholder. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Excite or Sub to enter into, and to perform its obligations under, this Agreement and the OWP Excite Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and State, the filing of appropriate documents with the relevant authorities of other states in which OWP is Excite and Sub are qualified to do business, if any, ; and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Excite Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Excite and/or Sub (as applicable) will be, valid and binding obligations of OWP Excite and the Principal Shareholder Sub enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 (a) Each of OWP PG and the Principal Shareholder Merger Sub has the right, power, legal capacity requisite corporate power and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP Agreement and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP PG Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP PG Ancillary Agreements have been duly and validly approved and authorized by OWP's the Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockPG and/or Merger Sub, as appropriate. 2.2.2 (b) No filing, filing with or authorization or approval, governmental approval of any Governmental Authority on behalf of PG or otherwise, Merger Sub is necessary to enable OWP PG or Merger Sub to enter into, and to perform its their obligations under, this Agreement and the OWP PG Ancillary Agreements, except for (ai) the filing of the Agreement Certificate of Merger with the California and Delaware Secretaries Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which OWP PG or Merger Sub is qualified to do business, if any, and ; (bii) such filings as may be required to comply with federal and state securities laws; and (iii) filings, authorizations or approvals where the failure to make or obtain such filings, authorizations or approvals would not reasonably be expected to have a Material Adverse Effect or substantially interfere with the ability of PG or Merger Sub to consummate the transactions contemplated hereby. 2.2.3 (c) This Agreement and the OWP PG Ancillary Agreements are, or when executed by OWP PG and the Principal Shareholder Merger Sub will be, valid and binding obligations of OWP PG and the Principal Shareholder Merger Sub, as appropriate, enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Certificate of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder Antinori has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which OWP and the Principal Shareholder Antinori is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary AgreementsANTINORI ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Antinori Ancillary Agreements have been duly and validly approved and authorized by OWP's the Antinori Board of Directors and have been unanimously approved the Antinori Shareholders, as required by the holders of all outstanding shares of OWP Stockapplicable law. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Antinori to enter into, and to perform its obligations under, this Agreement and the OWP Antinori Ancillary Agreements, except for (a) the filing of the Agreement Plan of Merger with the California and Delaware Secretaries of State of the States of Texas and the Georgia (which filing has been authorized by all necessary corporate approvals) and publication of appropriate documents with the relevant authorities of other states in which OWP is qualified to do business, if anynotice thereof, and (b) such filings consents required under contracts disclosed in SCHEDULE 2.5 as may be required exceptions to comply with federal and state securities lawsthe representation made in the last sentence of Section 2.5. 2.2.3 This Agreement and the OWP Antinori Ancillary Agreements are, or when executed and delivered by OWP and the Principal Shareholder Antinori will be, valid and binding obligations of OWP and the Principal Shareholder Antinori, enforceable against OWP and the Principal Shareholder Antinori in accordance with their respective terms, except as to the effect, if any, any of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies; provided, however, that the Agreement of Merger Antinori Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe date set forth therein or the Effective Time.

Power, Authorization and Validity. 2.2.1 Each of OWP 3.2.1 Excite and the Principal Shareholder has Sub have the right, power, legal capacity and authority to enter into and perform its their obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Excite or Sub is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Excite Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP Excite Ancillary Agreements have been duly and validly approved and authorized by OWPExcite's Board of Directors and have been unanimously approved by the holders Sub's Board of all outstanding shares of OWP StockDirectors and sole stockholder. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Excite or Sub to enter into, and to perform its obligations under, this Agreement and the OWP Excite Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and State, the filing of appropriate documents with the relevant authorities of other states in which OWP is Excite and Sub are qualified to do business, if any, ; and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 3.2.3 This Agreement and the OWP Excite Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Excite and/or Sub (as applicable) will be, valid and binding obligations of OWP Excite and the Principal Shareholder Sub enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification or contribution in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 3.2.1 Each of OWP Macromedia and the Principal Shareholder Newco has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Macromedia or Newco is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary AgreementsMACROMEDIA ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Macromedia Ancillary Agreements have been duly and validly approved and authorized by OWPMacromedia's Board of Directors and have been unanimously approved by the holders Newco's Board of all outstanding shares of OWP StockDirectors, as applicable. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Macromedia to enter into, and to perform its obligations under, this Agreement and the OWP Macromedia Ancillary Agreements, except for (a) the filing of the Agreement of Merger and the Certificate of Merger with the California and Delaware Secretaries Secretary of State and the Delaware Secretary of State, respectively, and the filing of appropriate documents with the relevant authorities of other states in which OWP Macromedia is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, and (c) the filings required by the HSR Act. 2.2.3 3.2.3 This Agreement and the OWP Macromedia Ancillary Agreements are, or when executed by OWP Macromedia and Newco (as applicable) and the Principal Shareholder other parties thereto will be, valid and binding obligations of OWP Macromedia and the Principal Shareholder Newco, enforceable against OWP Macromedia and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securitiesindemnification; provided, however, that the Agreement of Merger, the Certificate of Merger and the Macromedia Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder Andromedia has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, Agreement and all agreements to which OWP and the Principal Shareholder Andromedia is or will be a party that are required to be executed pursuant to or in connection with this Agreement (the "OWP Ancillary AgreementsANDROMEDIA ANCILLARY AGREEMENTS"). The execution, delivery and performance of this This Agreement and the OWP Andromedia Ancillary Agreements have been duly and validly approved and authorized by OWP's the unanimous vote of the Andromedia Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Andromedia to enter into, into and to perform its obligations under, under this Agreement and the OWP Andromedia Ancillary Agreements, except for (a) the filing of the Agreement of Merger and the Certificate of Merger with the California and Delaware Secretaries of State of the States of California and Delaware, respectively, the filing of such officers' certificates and other documents as are required to effectuate the Merger under Delaware and California law and the filing of appropriate documents with the relevant authorities of the states other states than California in which OWP Andromedia is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities lawslaws including the Permit Application (as defined in Section 4.6), (c) the approval of the shareholders of Andromedia (the "ANDROMEDIA SHAREHOLDERS") of the transactions contemplated hereby, and (d) the filings required by the HSR Act. 2.2.3 This Agreement and the OWP Andromedia Ancillary Agreements are, or when executed and delivered by OWP Andromedia and the Principal Shareholder other parties thereto will be, valid and binding obligations of OWP and the Principal Shareholder Andromedia enforceable against OWP and the Principal Shareholder Andromedia 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 provisions requiring indemnification in connection with the offering, issuance or sale of securitiesindemnification; provided, however, that the Agreement of Merger, the Certificate of Merger and the Andromedia Ancillary Agreements will not be effective until filed with the California and Delaware Secretaries earlier of Statethe Effective Time or the date provided for therein.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder DDI has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder DDI is or will be a party that are required to be executed pursuant to this Agreement (the "OWP DDI Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP DDI Ancillary Agreements have been duly and validly approved and authorized by OWPDDI's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP DDI to enter into, and to perform its obligations under, this Agreement and the OWP DDI Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which OWP DDI is qualified to do business, if any, and (b) the filing of the Certificate of Merger with the Delaware Secretary of State, (c) such filings as may be required to comply with federal and state securities laws, and (d) the approval of the DDI Shareholders of the transactions contemplated hereby. 2.2.3 This Agreement and the OWP DDI Ancillary Agreements are, or when executed by OWP and the Principal Shareholder DDI will be, valid and binding obligations of OWP and the Principal Shareholder DDI enforceable against OWP and the Principal Shareholder 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 provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California Secretary of State and the Certificate of Merger will not be effective until filed with the Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder (a) DKI has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder DKI is or will be a party that are required to be executed pursuant to this Agreement (the "OWP DKI Ancillary Agreements"). The execution, delivery and performance of this Agreement and the OWP DKI Ancillary Agreements have been duly and validly approved and authorized by OWPDKI's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 (b) No filing, authorization or approval, governmental or otherwise, on behalf of DKI or any Affiliate of DKI is necessary to enable OWP DKI to enter into, and to perform its obligations under, this Agreement and the OWP DKI Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities of other states in which OWP DKI is qualified to do business, if any, and ; (b) such the approval of the DKI shareholders of the transactions contemplated hereby; (c) the approvals of the holders of DKI Options as contemplated herein; and (d) the filings as may be required to comply with federal and state securities lawsby the HSR Act. 2.2.3 (c) This Agreement and the OWP DKI Ancillary Agreements are, or when executed by OWP and the Principal Shareholder DKI will be, valid and binding obligations of OWP and the Principal Shareholder DKI enforceable against OWP and the Principal Shareholder 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, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securitiesremedies; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries Secretary of State.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 Aimtech has the corporate right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder Aimtech is or will be a party that are required to be executed at the Closing pursuant to this Agreement (the "OWP Aimtech Ancillary ----------------- Agreements"). The execution, delivery and performance of ---------- this Agreement and the OWP Aimtech Ancillary Agreements have been duly and validly approved and authorized by OWPAimtech's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP Aimtech to enter into, and to perform its obligations under, this Agreement and the OWP Aimtech Ancillary Agreements, except for (a) the filing of the Agreement Certificate of Merger with the California and Delaware Secretaries Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which OWP Aimtech is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval of the Aimtech Stockholders of the transactions contemplated hereby. 2.2.3 3.2.3 This Agreement and the OWP Aimtech Ancillary Agreements are, or when executed by OWP and the Principal Shareholder Aimtech will be, valid and binding obligations of OWP and the Principal Shareholder Aimtech enforceable against OWP and the Principal Shareholder 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 remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement Certificate of Merger will not be effective until filed with the California and Delaware Secretaries of StateEffective Time.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder 3.2.1 UniCAD has the right, corporate power, legal capacity and corporate authority to enter into and perform its obligations under this Agreement, and all agreements to which OWP and the Principal Shareholder UniCAD is or will be a party that are required to be executed pursuant to this Agreement (including the "OWP UniCAD Ancillary Agreements"). The execution, delivery and performance by UniCAD of this Agreement and the OWP UniCAD Ancillary Agreements have been duly and validly approved and authorized by OWPUniCAD's Board of Directors and have been unanimously approved by the holders of all outstanding shares of OWP StockDirectors. 2.2.2 3.2.2 No filing, authorization authorization, consent or approval, with or from governmental authorities or otherwise, is necessary to enable OWP UniCAD to enter into, into and to perform its obligations under, under this Agreement and the OWP UniCAD Ancillary Agreements, except for (a) the filing of the Agreement Articles of Merger with the California and Delaware Secretaries Massachusetts Secretary of State State, and the filing of appropriate documents with the relevant authorities of other states in which OWP UniCAD is qualified to do business, if any, and (b) such filings filings, authorizations or approvals as may be required to comply with federal and state securities laws, (c) the approval of the UniCAD stockholders of the transactions contemplated hereby, and (d) consents required under contracts disclosed in Schedule 3.5 of the Disclosure ------------ Letter as exceptions to the representations made in Section 3.5. 2.2.3 3.2.3 This Agreement and the OWP UniCAD Ancillary Agreements are, or when executed by OWP and UniCAD (or, if later effectiveness is provided by the Principal Shareholder terms of the such agreement, then when effective) will be, valid and binding obligations of OWP and the Principal Shareholder UniCAD enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as to the effect, if any, of 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 remedies; and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that the Agreement of Merger will not be effective until filed with the California and Delaware Secretaries of State.

Power, Authorization and Validity. 2.2.1 Each of OWP Alier and the Principal Shareholder has the right, power, Alier --------------------------------- Shareholders have all requisite legal capacity and corporate power and authority to enter into and perform its their respective obligations under this Agreement, and all agreements to which OWP Agreement and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "OWP Ancillary Agreements"), and, subject to the approval of Alier Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the OWP Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by OWP's Board all necessary action (corporate or other) on the part of Directors and have been unanimously approved by the holders of all outstanding shares of OWP Stock. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable OWP to enter into, and to perform its obligations under, this Agreement and the OWP Ancillary Agreements, except for (a) the filing of the Agreement of Merger with the California and Delaware Secretaries of State and the filing of appropriate documents with the relevant authorities of other states in which OWP is qualified to do business, if any, and (b) such filings as may be required to comply with federal and state securities laws. 2.2.3 Alier. This Agreement and the OWP Ancillary Agreements arehave been duly or will be executed and delivered by Alier and, or when executed subject to such approval by OWP and the Principal Shareholder will beAlier Shareholders, constitute valid and binding obligations of OWP and the Principal Shareholder Alier, enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as terms subject to the effect, if any, of (a) applicable bankruptcy bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the creditors' rights of creditors generallygenerally from time to time in effect and to general equitable principles. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (b) rules of law governing specific performancea "Governmental Entity"), injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification is required by or with respect to Alier in connection with the offering, issuance execution and delivery of this Agreement or sale any Ancillary Agreement or the consummation of securities; provided, however, that the transactions contemplated hereby or thereby except for (i) the filing of the Merger Agreement of Merger will not be effective until filed with the California Secretary of State of the States of Delaware and Delaware Secretaries of StateCalifornia, (ii) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under -11- applicable federal and state securities laws and (iii) such other consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 3.2.

Power, Authorization and Validity. 2.2.1 Each of OWP and the Principal Shareholder (a) Parent has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger, the Escrow Agreement, and all agreements to which OWP and the Principal Shareholder is or will be a party that are required to be executed pursuant to this Registration Rights Agreement (collectively, the "OWP Ancillary AgreementsPARENT ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the OWP Parent Ancillary Agreements have been duly and validly approved and authorized by OWP's Board all necessary corporate and shareholder action on the part of Directors Parent. Merger Sub has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement and the Certificate of Merger (the "MERGER SUB ANCILLARY AGREEMENT"). The execution, delivery and performance of this Agreement and the Merger Sub Ancillary Agreement have been unanimously duly and validly approved and authorized by all necessary corporate and shareholder action on the holders part of all outstanding shares of OWP StockMerger Sub. 2.2.2 (b) No filing, authorization authorization, consent or approval, governmental or otherwise, is necessary to enable OWP Parent and Merger Sub to enter into, and to perform its their respective obligations under, this Agreement and Agreement, the OWP Parent Ancillary AgreementsAgreements or the Merger Sub Ancillary Agreement, except for for: (ai) the filing of the Agreement Certificate of Merger with the California and Delaware Secretaries Secretary of State and the filing of appropriate documents with the relevant authorities Delaware Secretary of other states in which OWP is qualified to do business, if any, and State; (bii) such post-closing filings as may be required to comply with federal and state securities laws; and (iii) the filing with the SEC and the effectiveness of any registration statement under the 1933 Act that is required to be filed by Parent after the Effective Time pursuant to the terms and conditions of this Agreement or the Registration Rights Agreement. 2.2.3 (c) This Agreement and the OWP Parent Ancillary Agreements are, or when executed by OWP and the Principal Shareholder will be, are valid and binding obligations of OWP and the Principal Shareholder Parent enforceable against OWP and the Principal Shareholder in accordance with their respective terms, except as subject only to the effect, if any, of (ai) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (bii) rules of law governing specific performance, injunctive relief and other equitable remedies remedies, and (ciii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities; provided, however, that . This Agreement and the Merger Sub Ancillary Agreement are valid and binding obligations of Merger will not be effective until filed Sub enforceable in accordance with their respective terms, subject only to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the California and Delaware Secretaries offering, issuance or sale of Statesecurities.