Common use of Authority to Execute and Perform Agreement Clause in Contracts

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ (a) Parent and Sub have the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of each of Parent and Sub has adopted and approved this Agreement (collectively and the "Buyer Documents")transactions contemplated hereby. Parent, as the sole shareholder of Sub, has approved this Agreement and entry into the transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer obligation, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar laws other Laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Department and the DSOS contemplated herein, and (ciii) as the remedy filing of specific a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (iA) conflict with or result in any breach of violate any provision of the Certificate articles or certificate of Incorporation incorporation or By-Laws bylaws or similar organizational documents of the Buyer; Parent or Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iiiB) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; or , (ivC) violate Applicable any Law applicable to Parent or Order Sub or by which any of their respective assets or properties is bound, (D) violate any governmental permit, (E) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity applicable Entity, excluding from the foregoing clauses (B), (C), (D) and (E) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer (a) Each of Parent and Sub has ------------------------------------------ the full legal right and corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of each of Parent and Sub has approved this Agreement (collectively and the "Buyer Documents"), and transactions contemplated hereby. No approval by Parent’s stockholders is required to adopt this Agreement or to consummate the --------------- transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution each of Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer obligation, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar laws other Laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, and (ciii) as the remedy filing of specific a Notification and Report Form under the HSR Act or any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (iA) conflict with or result in any breach of violate any provision of the Certificate organizational documents of Incorporation Parent or By-Laws of the Buyer; Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iiiB) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; or , (ivC) violate Applicable any Law applicable to Parent or Order Sub or by which any of their respective assets or properties is bound, (D) violate any governmental permit, (E) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity applicable Entity, excluding from the foregoing clauses (B), (C), (D) and (E) violations, conflicts, breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ (a) Parent and Sub have the full legal right and corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of each of Parent and Sub has approved this Agreement (collectively and the "Buyer Documents"), and transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer obligation, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar laws other Laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of the State of Delaware contemplated herein, (iii) filings under the Pennsylvania Takeover Disclosure Law and (civ) as the remedy filing of specific a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate organizational documents of Incorporation Parent or By-Laws of the Buyer; Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; , (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate Applicable Law any governmental permit, (v) require any filing with, notice to, or Order of permit, consent or approval of, any Governmental Entity applicable Entity, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer It has ------------------------------------------ the full legal right and power and authority to carry out its obligations under this Agreement. It has taken all authority actions necessary for the authorization, execution and approvals required to enter into, execute and deliver delivery of this Agreement and each other agreement, document, or instrument or certificate contemplated by the performance of all its obligations under this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and therebyAgreement. This Agreement has been duly executed and delivered by the Buyer andit and constitutes its legal, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer obligation, enforceable against the Buyer it in accordance with its terms except: (a) except as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, reorganization or similar fraudulent conveyance, and other laws of general application affecting the enforcement of creditors' ’ rights generally; , and (c) as limited by laws relating to the remedy availability of specific performance and performance, injunctive relief, or other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not not: (i) require the approval or consent of any governmental or regulatory body or the approval or consent of any Person other than the Boards of Directors of Memec US, MHL and MGH (including in the case of MGH the consent of the “B” Director), except for approvals or consents required pursuant to securities laws of any state within the United States or any jurisdiction outside of the United States, which approvals or consents have been or shall be obtained; or (ii) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach violation of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, its constitutive documents, or any Contract statute, law, regulation, order, judgment or decree applicable to it, or any instrument, contract or other agreement to which the Buyer it is a party or by or to which the Buyer or any of its properties it is or may be bound or subject; , the effect of which would have a material adverse effect on its business or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyerproperties taken as a whole.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which Buyer is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by Buyer, and on the Closing Date each and every agreement and instrument contemplated hereby to which Buyer and, is a party will be duly executed and delivered by Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer of this Agreement and the each and every other agreement and instrument contemplated hereby to which Buyer Documentsis a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation Buyer's governing or By-Laws of the Buyerorganizational documents; (iib) except for filings or approvals under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, and the rules and regulations thereunder (the "HSR Act"), and the Investment Canada Act and the Competition Act of Canada (together, the "Canadian Acts"), if applicable, require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ Parent and Sub have the full legal right and corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate to perform their obligations hereunder and the transactions contemplated by hereby. The execution and delivery of this Agreement to be executed by Buyer in connection with and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement (collectively the "Buyer Documents"), boards of directors of Parent and Sub. No approval by Parent’s shareholders is required to consummate the --------------- transactions contemplated hereby hereby. Parent, as the sole shareholder of Sub, has approved this Agreement and therebythe transactions contemplated hereby. No other approval on the part of Parent or Sub is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer Parent and Sub and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes the valid and legal binding obligation of the Company, constitutes a valid and binding obligation of the Buyer Parent and Sub, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar other laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Department of Financial Institutions of the State of Wisconsin contemplated herein, (c) as the remedy filing of specific a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate charter or by-laws of Incorporation Parent or By-Laws of the Buyer; Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; , (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate Applicable Law any governmental permit, (v) require any filing with, notice to, or Order permit, consent or approval of, any governmental or regulatory body, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of any Governmental Entity applicable which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ (a) Parent and Sub have the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of each of Parent and Sub has approved this Agreement (collectively and the "Buyer Documents"), and transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer obligation, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar laws other Laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of Delaware contemplated herein, and (ciii) as the remedy filing of specific a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (iA) conflict with or result in any breach of violate any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws or similar organizational documents of the Buyer; Parent or Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iiiB) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; or , (ivC) violate Applicable any Law applicable to Parent or Order Sub or by which any of their respective assets or properties is bound, (D) violate any governmental permit, (E) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity applicable to Entity, excluding from the Buyer.foregoing clauses

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ (a) Parent and Sub have the full legal right and corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of each of Parent and Sub has approved this Agreement (collectively and the "Buyer Documents"), and transactions contemplated hereby. No approval by Parent’s shareholders or Sub is required to consummate the --------------- transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer obligation, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar other laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (cb) as the remedy of specific The execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate charter or by-laws of Incorporation Parent or By-Laws of the Buyer; Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; , (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate Applicable Law any governmental permit, (v) require any filing with, notice to, or Order permit, consent or approval of, any governmental or regulatory body, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of any Governmental Entity applicable which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ (a) Parent and Sub have the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of each of Parent and Sub has approved this Agreement (collectively and the "Buyer Documents"), and transactions contemplated hereby. No approval by Parent’s stockholders is required to consummate the --------------- transactions contemplated hereby and therebyhereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer obligation, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar laws other Laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act, (ii) filings with the Secretary of State of Delaware contemplated herein, and (ciii) as the remedy filing of specific a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (iA) conflict with or result in any breach of violate any provision of the Certificate certificate of Incorporation incorporation or By-Laws bylaws or similar organizational documents of the Buyer; Parent or Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iiiB) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; or , (ivC) violate Applicable any Law applicable to Parent or Order Sub or by which any of their respective assets or properties is bound, (D) violate any governmental permit, (E) require any filing with, notice to, or permit, consent or approval of, any Governmental Entity applicable Entity, excluding from the foregoing clauses (B), (C), (D) and (E) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ (a) Parent and Sub have the full legal right and corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of perform fully their obligations hereunder and the transactions contemplated by hereby. The Board of Directors of Sub has approved this Agreement (collectively and the "Buyer Documents"), and transactions contemplated hereby. No approval by Parent’s stockholders or board of directors is required to consummate the --------------- transactions contemplated hereby. No other corporate action on the part of Parent or Sub is necessary to consummate the transactions contemplated hereby (other than the adoption of this Agreement by Parent as the sole stockholder of Sub, which adoption shall occur immediately after the execution and therebydelivery of this Agreement). This Agreement has been duly executed and delivered by the Buyer and, assuming due execution Parent and delivery hereof by the other parties hereto, this Agreement will be Sub and constitutes a valid and binding obligation of the Buyer each of Parent and Sub, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar laws other Laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity. (b) Except for (i) filings with the SEC under the Exchange Act and (cii) as filings with the remedy Secretary of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion State of the court before which any proceeding therefor may be brought. The execution State of Delaware contemplated herein, the execution, delivery and delivery by the Buyer performance of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (iv) conflict with or result in any breach of violate any provision of the Certificate organizational documents of Incorporation Parent or By-Laws Sub, (w) violate any Law applicable to Parent or Sub or by which any of the Buyer; their respective assets or properties is bound, (iix) violate any governmental permit, (y) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any with, notice to, or permit, consent or approval of, any Governmental Entity Entity, or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iiiz) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constituteboth) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by to which Parent, Sub or their respective assets or properties are bound or subject, excluding from the foregoing clauses (w), (x), (y) and (z) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of which, in the aggregate, would not reasonably be expected to prevent, materially delay or materially impair the ability of Parent or Sub to perform its obligations under this Agreement or to which consummate the Buyer Offer, the Merger or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyerother transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer Each of the Sellers has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which such Seller is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully such Seller's obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by each of the Buyer andSellers, and on the Closing Date, each and every agreement and instrument contemplated hereby to which each Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer each Seller enforceable against the Buyer each Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer each Seller of this Agreement and the other Buyer Documentseach and every agreement and instrument contemplated hereby to which such Seller is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer each Seller of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (iia) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws person, except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedRequired Consents; (iiib) if the Required Consents are obtained, violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer such Seller is a party or by or to which such Seller is or the Buyer or any of its properties is Shares are or may be bound or subject; or (ivc) if the Required Consents are obtained, violate Applicable any Law or Order of any Governmental Entity Body applicable to such Seller or to the BuyerShares; or (d) result in the creation of any Lien on the Shares.

Authority to Execute and Perform Agreement. The Buyer NO BREACH. Except as listed on Schedule 5.2, upon receiving the required approval of its respective Board of Directors, Parent and Sub each has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver delivery this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and therebyperform fully its obligations hereunder. This Agreement has been duly executed and delivered by the Buyer andParent and Sub, and assuming due execution and delivery hereof by Target and Shareholders, constitutes the other parties hereto, this Agreement will be valid and binding obligation of the Buyer Parent and Sub, enforceable against the Buyer each in accordance with its terms except: terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (ai) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, reorganization or similar moratorium and other laws of general application affecting the enforcement rights and remedies of creditors' rights generally; , and (cii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Except as otherwise specified in this Agreement or any Schedule hereto, no approval or consent of, or filing with, any government or regulatory authority is required to be obtained by Parent in connection with the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer Parent of this Agreement and the consummation and performance by it of the transactions contemplated hereby, other Buyer Documentsthan (i) as set forth on Schedule 5.2, and (ii) consents or approvals the denial of which or the failure to obtain which could not affect in any material respect the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective the terms and conditions hereof by Parent will not not: (i) conflict with or result in any breach of violate any provision of the Parent's Certificate of Incorporation or of By-Laws of the Buyer; Laws; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract contract or other agreement to which the Buyer Parent is a party or by or to which the Buyer it or any of its assets or properties is or may be bound or subject; (iii) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which Parent, or the securities, assets, properties or business of Parent is bound; or or (iv) violate Applicable Law any statute, law or Order of any Governmental Entity applicable to the Buyerregulation.

Authority to Execute and Perform Agreement. The Buyer Purchaser has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement. Each of this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement Related Agreements has been duly executed and delivered by and is the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer such Purchaser enforceable against the Buyer in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent that its enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar other laws affecting the enforcement of creditors' rights generally; generally and (c) as by principles of equity regarding the remedy availability of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. The execution execution, delivery and delivery performance by the Buyer Purchaser of this Agreement and the other Buyer DocumentsRelated Agreements, and the consummation purchase by Purchaser of the transactions contemplated hereby Shares hereunder, (a) are within Purchaser's corporate power and thereby and authority, (b) have been duly authorized by all necessary corporate proceedings of Purchaser, (c) do not conflict with or result in any breach or violation of any provision of the performance by the Buyer Certificate of this Agreement and the other Buyer Documents Incorporation (or similar organizational documents) or Bylaws (or similar governing documents) of such Purchaser, (d) do not conflict with or result in accordance with their respective terms and conditions will not any breach or violation of any provision of any law, regulation, order, judgment, writ, injunction, license or permit, applicable to such Purchaser, or (ie) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach violation of any of the terms and or conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, or give rise to the creation of any Contract lien upon any of the property or assets of Purchaser, under any contract, agreement, lease or other instrument to which the Buyer Purchaser is a party or by or to which the Buyer or any of its respective assets or properties is bound, the consequences of which, with respect to this clause (e), could reasonably be expected to have a material adverse effect on the validity or may be bound enforceability of this Agreement or subject; the Related Agreements or (iv) violate Applicable Law or Order on the ability of Purchaser to perform its obligations under any Governmental Entity applicable to the Buyerof such agreements.

Authority to Execute and Perform Agreement. The Buyer ExlService Holdings has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which ExlService Holdings is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by ExlService Holdings, and on the Buyer andClosing Date, each and every agreement and instrument contemplated hereby to which ExlService Holdings is a party will be duly executed and delivered by ExlService Holdings and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer ExlService Holdings enforceable against the Buyer ExlService Holdings in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer ExlService Holdings of this Agreement and the each and every other Buyer Documentsagreement and instrument contemplated hereby to which ExlService Holdings is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer ExlService Holdings of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate certificate of Incorporation incorporation, by-laws or By-Laws comparable instruments of the BuyerExlService Holdings; (iib) require the Buyer ExlService Holdings to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer ExlService Holdings is a party or by or to which the Buyer ExlService Holdings or any of its their properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the BuyerExlService Holdings.

Authority to Execute and Perform Agreement. The Buyer Each of the Sellers has ------------------------------------------ the full legal right and right, company or corporate power and all company or corporate authority and approvals required to enter into, execute and deliver this Agreement and each other agreementto perform fully its obligations hereunder. Each of the Sellers has obtained all necessary shareholder or equity holder approval (including in the case of the Company, document, or instrument or certificate contemplated by the Requisite Stockholder Approval) to authorize this Agreement to be executed by Buyer in connection with and the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and therebyAgreement. This Agreement has and each of the other agreements being delivered by Sellers at the Closing have been duly authorized by all necessary corporate or company action and have been or will have been duly executed and delivered by each of the Buyer andSellers and (assuming the due authorization, assuming due execution and delivery hereof by the other parties hereto, this Agreement Purchaser) are or will be when executed and delivered valid and binding obligation obligations of each of the Buyer Sellers enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) terms, except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar laws Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the enforcement of creditors' rights generally; “Bankruptcy and (c) Equity Exceptions”). 6.5.1. Except as the remedy of specific performance and other forms of injunctive relief set forth on Schedule 6.5.1, any filings as may be subject to equitable defenses required under the HSR Act, and to the discretion expiration or termination of the court before which any proceeding therefor may be brought. The execution waiting period under the HSR Act, the execution, delivery and delivery by the Buyer performance of this Agreement by Sellers and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate Organizational Documents of Incorporation or By-Laws of the BuyerSellers; (ii) violate any agreement between Sellers and all or any of its members; (iii) require the Buyer Sellers to obtain any consent, approval, authorization approval or action of, or make any filing with or give any notice to, any Governmental Entity Authority or any other Person (other than any filings required under with respect to customary customer Contracts that require reasonable prior notice to be provided concerning the HSR Act and applicable securities laws except for the consent consummation of the lenders under the Buyer's credit agreement, which the Buyer has obtainedtransactions contemplated hereby); (iiiiv) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default underunder any Material Contract of Sellers or material Permit; (v) result in the creation of any Lien, other than Permitted Liens, upon the Purchased Assets; (vi) violate any Order against, or binding upon, any Contract to which of the Buyer is a party Sellers or by or to which the Buyer or any of its properties is or may be bound or subjectthe Business; or (vii) violate any Law; except in the cases of clauses (iii), (iv) violate Applicable Law and (vii), where the violation, breach, conflict, default, modification, termination, acceleration or Order failure to give notice or obtain consent would not result in a liability to Sellers in excess of any Governmental Entity applicable to the Buyer$25,000.

Authority to Execute and Perform Agreement. The Buyer Seller has ------------------------------------------ the full legal right and right, corporate power and all corporate authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by to perform fully its obligations hereunder. Each of this Agreement to be executed by Buyer in connection with the consummation and each of the transactions contemplated other agreements being delivered by this Agreement (collectively Seller at the "Buyer Documents"), Closing have been duly authorized by all necessary corporate action and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has have been or will have been duly executed and delivered by Seller and (assuming the Buyer anddue authorization, assuming due execution and delivery hereof by the other parties hereto, this Agreement Purchaser) are or will be when executed and delivered valid and binding obligation obligations of the Buyer Seller enforceable against the Buyer in accordance with its terms except: (a) terms, except as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (ba) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally; generally and (cb) general principles of equity (whether enforcement is sought at law or in equity). 6.5.1. Except as set forth on Schedule 6.5, the remedy of specific execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Seller and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-Laws Bylaws of the BuyerSeller or any agreement between Seller and all or any of its stockholders; (ii) require the Buyer Seller to obtain any consent, approval, authorization approval or action of, or make any filing with or give any notice to, any Governmental Entity Authority or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreementPerson, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default underunder any material Assumed Contract, or result in the creation of any Contract to which Lien upon the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subjectPurchased Assets; or (iv) violate Applicable Law any Order against, or Order of binding upon, Seller or its properties or GlobalTrak Business; or (v) violate any Governmental Entity applicable to the BuyerLaw.