Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionCompany has the requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding Common Shares (the “Required Company Vote”), to consummate the transactions contemplated hereby. The execution and delivery and performance by Seller of this Agreement and each Ancillary Agreement by each the Company and the performance by the Company of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Seller. No the Company and all other necessary limited liability company action on the part of the Company, subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote, and no other corporate or stockholder action is proceedings on the part of the Company (subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote) are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller Ancillary Agreement and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been and each Ancillary Agreement is, or when executed will be, duly and validly executed and delivered by Seller the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub, shall constitute a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. (a) It has full corporate power and authority to execute and deliver this Agreement and each of the Implementing Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the its Board of Directors of Seller. No and, if applicable, shareholder(s), and no other corporate or stockholder shareholder action is necessary for to authorize the authorization, executionexecu tion, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) it and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and each of the Implementing Agreements to which it is a party have been duly executed and delivered by Seller it and, assuming the due execution of this Agreement and constitutes a of each of the Implementing Agreements by the other parties hereto and thereto, are valid and legally binding obligation obliga tions of Sellerit, enforceable against it in accordance with their terms, except to the extent that their en forceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. (b) Each document and instrument (including, but not limited to, the Implementing Agreements) executed by it as contemplated by this Agreement, when executed and delivered by it in accordance with the terms hereof shall have been duly executed and delivered by it and, assuming due execution and delivery by the other parties thereto, shall be valid and binding upon it and enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and to general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. (i) The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each Buyer of the transactions contemplated hereby and thereby have has been duly authorized by the Board of Directors of Seller. No Buyer, and no other corporate action on the part of Buyer is or stockholder action is will be necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or therebyhereby, other than certain corporate approvals of except for the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateBuyer Stockholder Approval (as defined below). This Agreement has been duly executed and delivered by Seller Buyer and constitutes is a legal, valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject except to (i) the effects of extent that its enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, generally and by general equity principles. (ii) general equitable principles The affirmative vote of a majority of the IPO Shares voted at a duly held stockholders meeting (whether considered the “Buyer Stockholder Meeting”) to approve the Initial Business Combination contemplated by this Agreement is the only vote of any of Buyer’s capital stock necessary in a proceeding connection with the consummation of the Closing; provided that holders of more than 30% (minus one share) of the IPO Shares do not vote against the consummation of the transactions contemplated by this Agreement and exercise their rights to convert their IPO Shares into cash from the Trust Account in equity or at law) and accordance with the provisions of Section 9.3 of Article IX of Buyer Certificate of Incorporation (the “Buyer Stockholder Approval”). (iii) an implied covenant At a meeting duly called and held, Buyer’s Board of good faith Directors (including any required committee or subgroup of the Buyer’s Board of Directors) has (A) determined that this Agreement and the transactions contemplated hereby are fair dealing. When executed to and delivered as provided in the best interests of Buyer’s stockholders, (B) approved and adopted this Agreement and the transactions contemplated hereby, (C) determined that the fair market value of the Company is equal to at least 80% of the initial amount held in the Buyer’s Trust Account excluding underwriters’ deferred commission and (D) resolved to recommend to stockholders adoption of this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) delivery and issuance of the Note and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly authorized by the its Board of Directors of SellerDirectors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) issuance of the Note and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Buyer and constitutes a valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, 49 39 moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary Buyer and the Note will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Buyer, enforceable against Seller or such Subsidiary Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Parent and Amalgamation Sub have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and the Amalgamation Agreement and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and the Amalgamation Agreement by each Parent and Amalgamation Sub and the performance by Parent and Amalgamation Sub of Seller their respective obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Amalgamation Sub and all other necessary corporate action on the part of Parent and Amalgamation Sub, other than the Required Parent Vote, and no other corporate proceedings on the part of either Parent or stockholder action is Amalgamation Sub are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller the Amalgamation Agreement and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been been, and the Amalgamation Agreement will be, duly and validly executed and delivered by Seller Parent or Amalgamation Sub and, assuming due execution and constitutes delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent and Amalgamation Sub, enforceable against it each of Parent and Amalgamation Sub in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby Buyer have been duly authorized by the Board of Directors of Sellerall requisite action on its part. No other corporate or stockholder action is necessary for the authorization, execution, delivery delivery, and performance by Seller the Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller the Buyer and constitutes a legal, valid and legally binding obligation of Sellerthe Buyer, enforceable against it in accordance with its terms, subject to except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. Except as described in SCHEDULE 3.2(B) hereto and as would not constitute a material adverse effect on the transactions contemplated herein, the execution, delivery and performance of this Agreement by the Buyer and the consummation by it of the transactions contemplated hereby (i) will not violate (with or without the effects giving of bankruptcynotice or the lapse of time or both) or require any consent, insolvencyapproval, fraudulent conveyancefiling or notice under, reorganizationany provision of any law, moratorium and other similar laws relating rule or regulation, court order, judgment or decree applicable to or affecting the enforcement of creditors' rights generally, Buyer; (ii) general equitable principles (whether considered will not conflict with, or result in the breach or termination of any provision of, or constitute a proceeding default under, or result in equity the acceleration of the performance of the obligations of the Buyer under the charter or at law) by-laws of the Buyer, or any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which the Buyer is a party or by which it or any of its assets is bound or affected; and (iii) an implied covenant of good faith will not require any consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity, except for (x) the filing pursuant to the HSR Act and fair dealing. When executed and delivered as provided in this Agreement(y) any necessary consents to transfer or assign Permits, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller the same are transferable or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingassignable.

Authorization and Validity of Agreement. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, in the case of Parent, the Parent Stock Option Agreements, to perform its obligations hereunder and thereunder and (in the case of this Agreement and the Parent Stock Option Agreement subject to obtaining the Parent Shareholder Approval) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement, the Company Stock Option Agreement and the Parent Stock Option Agreements by each of Seller Parent and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Merger Sub, and the consummation by each such party of the transactions contemplated hereby and thereby thereby, have been duly authorized and unanimously approved by the respective Board of Directors of Seller. No Parent and the Merger Sub and no other corporate action on the part of either of Parent or stockholder action Merger Sub is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement, the Company Stock Option Agreement and or the Parent Stock Option Agreements by each of Seller Parent and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Merger Sub and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals than, in the case of this Agreement and the foreign SubsidiariesParent Stock Option Agreement, which corporate approvals shall have been obtained by obtaining the Closing DateParent Shareholder Approval. This Agreement, the Company Stock Option Agreement has and the Parent Stock Option Agreements have each been duly executed and delivered by Seller each of Parent and constitutes Merger Sub and each is a valid and legally binding obligation of Sellereach of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its terms, subject to (i) the effects of except that such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. (a) It has full corporate power and authority to execute and deliver this Agreement and each of the Implementing Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the its Board of Directors of Seller. No and, if applicable, shareholder(s), and no other corporate or stockholder shareholder action is necessary for to authorize the authorization, execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Implementing Agreements to the extent such entity which it is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and each of the Implementing Agreements to which it is a party have been duly executed and delivered by Seller it and, assuming the due execution of this Agreement and constitutes a each of the Implementing Agreements by the other parties hereto and thereto, are valid and legally binding obligation obligations of Sellerit, enforceable against it in accordance with their terms, except to the extent that their en forceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and to general equitable principles. (b) Each document and instrument (including, but not limited to, the Implementing Agreements) executed by it as contemplated by this Agreement, when executed and delivered by it in accordance with the terms hereof, shall have been duly executed and delivered by it and, assuming due execution and delivery by the other parties thereto, shall be valid and binding upon it and enforceable against it in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and to general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered validly approved by Seller FCB’s and Bancorp’s Boards of Directors and by Bancorp in its capacity as FCB’s sole shareholder. Subject only to receipt of required approvals of Regulatory Authorities (as contemplated by Paragraph 7.01), (a) each of FCB and Bancorp has the corporate power and authority to execute and deliver this Agreement and to perform its obligations and agreements and carry out the transactions described herein, (b) all corporate proceedings required to be taken to authorize each of FCB and Bancorp to enter into this Agreement and to perform its obligations and agreements and carry out the transactions described herein have been duly and properly taken, and (c) this Agreement constitutes a the valid and legally binding obligation agreement of Seller, each of FCB and Bancorp enforceable against it in accordance with its terms, subject terms (except to the extent enforceability may be limited by (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating from time to or affecting the enforcement of time in effect which affect creditors' ’ rights generally, (ii) general legal and equitable principles (whether considered in a proceeding in equity or at law) limitations on the availability of injunctive relief, specific performance and other equitable remedies, and (iii) an implied covenant general principles of good faith equity and fair dealingapplicable laws or court decisions limiting the enforceability of indemnification provisions). When executed 19 4.03. Validity of Transactions; Absence of Required Consents or Waivers. Subject to receipt of required approvals of Regulatory Authorities, neither the execution and delivered as provided in delivery of this Agreement, each other agreement contemplated hereby nor the consummation of the transactions described herein, nor compliance by FCB and Bancorp with any of their respective obligations or agreements contained herein, will conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, FCB’s or Bancorp’s Articles of Incorporation or Bylaws, or, except where the same could not, individually or in the aggregate, reasonably be expected to have an FCB Material Adverse Effect, (a) conflict with or result in a breach of the terms and conditions of, or constitute a default or violation under any provision of, any contract, agreement, lease, mortgage, note, bond, indenture, license, or obligation or understanding (oral or written) to which FCB or Bancorp is bound or by which either of them, or their respective businesses, capital stock or any of their respective properties or assets may be affected; (b) result in the creation or imposition of any lien, claim, interest, charge, restriction or encumbrance upon any of FCB’s or Bancorp’s properties or assets; (c) violate any applicable federal or state statute, law, rule or regulation, or any order, writ, injunction or decree of any court, administrative or regulatory agency or governmental body; or (d) result in the acceleration of any obligation or indebtedness of FCB or Bancorp. No further consents, approvals or waivers are required to be executed obtained from any person or entity in connection with FCB’s or Bancorp’s execution and delivered by Seller delivery of this Agreement, or any Subsidiary will be a valid and legally binding obligation the performance of Seller their respective obligations or such Subsidiary (to agreements or the extent a party thereto)consummation of the transactions described herein, enforceable against Seller or such Subsidiary except for required approvals of Regulatory Authorities as described in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingParagraph 7.01. 4.

Authorization and Validity of Agreement. (a) First American has the limited liability company power and authority to execute and deliver each of the Operative Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller First American of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Operative Agreements to the extent such entity which it is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby thereby, have been duly authorized and approved by the Board of Directors of Seller. No management committee and no other corporate limited liability company or stockholder member action is necessary for to authorize the authorization, execution, delivery and performance by Seller it of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (the Operative Agreements to the extent such entity which it is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller First American and, assuming the due execution of this Agreement by Matrix and constitutes MAMC, is a valid and legally binding obligation of SellerFirst American, enforceable against it First American in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and to general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant principles. As of good faith and fair dealing. When executed and delivered as provided in this Agreementthe Closing Date, each other agreement contemplated hereby to the Note will be duly executed and delivered by Seller or any Subsidiary First American and will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)First American, enforceable against Seller or such Subsidiary First American in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and to general equitable principles principles. (whether considered b) Each other document and instrument (including each of the Transaction Documents) to be executed by First American, as contemplated by this Agreement, when executed and delivered by First American in a proceeding accordance with the terms hereof and thereof has been duly executed and delivered by First American and, assuming due execution and delivery by the other parties thereto, will be valid and binding upon First American and enforceable against First American in equity or at law) accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and (iii) an implied covenant similar laws affecting the enforcement of good faith creditors' rights generally and fair dealingto general equitable principles.

Authorization and Validity of Agreement. Each of Lane PC and Lisadent has full corporate power and authority, and the Shareholders have full power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by each it of the transactions contemplated hereby and thereby hereby, have been duly authorized and approved by the Board of Directors and the Shareholders of Seller. No each of Lane PC and Lisadent, and no other corporate action on the part of Lane PC or stockholder action Lisadent or the Shareholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement (but excluding the Exhibits) has been duly executed and delivered by Seller and constitutes the Shareholders and is a valid and legally binding obligation of Seller, Seller and the Shareholders enforceable against it each in accordance with its their respective terms, except to the extent that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples. When executed and delivered as provided in this On the Closing Date, the Employment Agreement, each other agreement contemplated hereby to be the Registration Rights Agreement, the Management Services Agreement and the Ancillary Agreement, substantially in the forms attached hereto as Exhibits A, C, D and E, respectively, will have been duly executed and delivered by Seller or any Subsidiary will be a and the Shareholders and will, subject to compliance with the regulatory requirements of the State of New York with respect to dental matters, constitute valid and legally binding obligation obligations of Seller or such Subsidiary (and the Shareholders enforceable against each in accordance with their respective terms, except to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered principles. Seller shall not be deemed to be in breach of this Agreement in the event the regulatory authorities of the State of New York regulating dental matters object to the transactions contemplated by this Agreement and/or initiate enforcement proceedings against Dr. Lane's dental license as a proceeding in equity or at law) and (iii) an implied covenant result of good faith and fair dealingthe transactions contemplat▇▇ ▇▇ ▇▇▇▇ Agreement.

Authorization and Validity of Agreement. The Such EDAC Stockholder has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which such EDAC Stockholder is a party, to perform such EDAC Stockholder's obligations hereunder and thereunder and to consummate the transactions contemplated to be performed by such EDAC Stockholder hereby. To the extent applicable, the execution, delivery and performance by Seller such EDAC Stockholder of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which it is a party thereto) party, and the consummation by each such EDAC Stockholder of the transactions contemplated hereby and thereby to be performed by such EDAC Stockholder hereby, have been duly authorized and approved by all necessary corporate, partnership or trust action on the Board part of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateEDAC Stockholder. This Agreement has been been, and as of the Closing Date the other Transaction Documents to which such EDAC Stockholder is a party will be, duly executed and delivered by Seller such EDAC Stockholder. Assuming the due execution of this Agreement and, to the extent applicable, the other Transaction Documents, by EDAC, Deanco, ▇▇▇▇▇▇ and constitutes the other EDAC Stockholders, this Agreement is, and upon execution and delivery at the Closing of the other Transaction Documents to which such EDAC Stockholder is a party, such other Transaction Documents will be, the legal, valid and legally binding obligation obligations of Sellersuch EDAC Stockholder, enforceable against it such EDAC Stockholder in accordance with its termsthe terms thereof, except to the extent that enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement and the other Transaction Agreements by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Company and the consummation by each the Company of the transactions contemplated hereby and thereby Transactions, have been (a) duly and validly authorized and unanimously approved by the Board of Directors of Seller. No the Company and (b) approved by the Company Stockholder Approval, and no other corporate or stockholder other action on the part of the Company or its Board of Directors or stockholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each the Transaction Agreements or the consummation of Seller and each Subsidiary of any other agreements contemplated hereby (the Transactions, except to the extent (a) the Board of Directors will be required to approve any corporate actions relating to a Public Offering and listing of the Common Stock in connection therewith and (b) the stockholders of the Company will be required to approve (i) any corporate actions to amend the Company’s charter and bylaws in connection with a Public Offering and listing of the Common Stock and (ii) any Contracts regarding voting or other investor rights relating to the Company, to which any such entity stockholder is anticipated to be a party. This Agreement and the other Transaction Agreements have been (or will be, at the time of their execution) duly and validly executed and delivered by the Company and, to the extent it is a party thereto) , assuming due and the consummation valid authorization, execution and delivery hereof and thereof by Seller and the Subsidiaries each of the transactions contemplated hereby other parties thereto, as applicable, each is (or therebywill be, other than certain corporate approvals at the time of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes its execution) a valid and legally binding obligation of Seller, the Company and enforceable against it the Company in accordance with its their terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to Laws, now or hereinafter in effect, affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) delivery and issuance of the Note and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly authorized by the its Board of Directors of SellerDirectors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) issuance of the Note and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Buyer and constitutes a valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary Buyer and the Note will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Buyer, enforceable against Seller or such Subsidiary Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionEach of the Buyer, delivery Holdings BV and performance by Seller AAS Acquisitions, a Delaware limited liability company, a direct wholly-owned subsidiary of the Buyer and the direct parent of Holdings BV ("AASA") has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and by each of Seller and each Subsidiary of any all other agreements contemplated hereby hereunder (to collectively, the extent such entity is a party thereto"PRINCIPAL DOCUMENTS") and the consummation by each of to consummate the transactions contemplated hereby and thereby have been in accordance with the terms hereof and thereof. The Buyer's Board of Managers has duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance of the Principal Documents by Seller of this Agreement and by each of Seller and each the Buyer (or has caused the relevant Subsidiary of the Buyer that is an obligor under any Principal Documents to authorize the execution, delivery and performance of such Principal Document), and no other agreements contemplated hereby (limited liability company proceedings on the part of the Buyer or any of its Subsidiaries are necessary to authorize the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of Principal Documents or the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall hereby. The Principal Documents have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a the Buyer (or the applicable Subsidiary of the Buyer that is obligated under such Principal Document) and, constitute the legal, valid and legally binding obligation of Sellerthe Buyer or the applicable Subsidiary of the Buyer that is obligated under such Principal Document, enforceable against it in accordance with its their terms, subject to (i) the effects of except as may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generallygenerally or by general principles of equity. The governing bodies of each of the Buyer, (ii) general equitable principles (whether considered in a proceeding in equity AASA and Holdings BV have duly authorized all actions required on the part of such Persons under this Agreement and the Principal Documents and no other proceedings on the part of such Persons are necessary to authorize the actions required by such Persons under this Agreement or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingPrincipal Documents.

Authorization and Validity of Agreement. Each of Parent and Merger Sub has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance by Seller of this Agreement by Parent and Merger Sub and the performance by each of Seller and each Subsidiary them of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No Parent and Merger Sub and all other necessary corporate or stockholder action is necessary for on the authorizationpart of Parent and Merger Sub, execution, delivery and performance by Seller other than the adoption of this Agreement by the stockholders of Parent, and by each no other corporate proceedings on the part of Seller Parent and each Subsidiary of any other agreements contemplated hereby (Merger Sub are necessary to the extent such entity is a party thereto) authorize this Agreement and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or therebyhereby. The Board of Directors of Parent has duly authorized the adoption of (i) the Amended and Restated Parent Certificate of Incorporation in the form attached as Exhibit B hereto (the “Amended and Restated Parent Charter”) and (ii) the 2008 Equity Incentive Plan in the form attached as Exhibit C hereto (“2008 Equity Incentive Plan”), other than certain corporate approvals each of which shall become effective at the foreign SubsidiariesEffective Time, which corporate approvals shall have been obtained in each case subject to the approval and adoption thereof by the Closing Datestockholders of Parent. This Agreement has been duly and validly executed and delivered by Seller Parent and Merger Sub and, assuming due execution and delivery by the Company, constitutes a legal, valid and legally binding obligation of SellerParent and Merger Sub, enforceable against it them in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by each Seller of this Agreement and by each of any and all Servicing Closing Related Agreements to which such Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) has been authorized by all necessary corporate action on the part of such Seller. This Agreement, each of the Servicing Closing Related Agreements and the consummation by each of the transactions contemplated hereby and thereby have has been duly authorized approved by the Board of Directors of each Seller, which approval has been reflected in the minutes of the Board of Directors of each Seller. No other Each Seller has the corporate or stockholder action power and authority to enter into, execute and deliver this Agreement and each of the Servicing Closing Related Agreements to which it is necessary for a party, to consummate the authorizationtransactions contemplated by this Agreement and each of the Servicing Closing Related Agreements to which it is a party, execution, delivery to perform all of its obligations under this Agreement and performance by Seller each of the Servicing Closing Related Agreements to which it is a party and to comply with and fulfill the terms and conditions of this Agreement and by each of Seller the Servicing Closing Related Agreements to which it is a party. This Agreement and each Subsidiary of any other agreements contemplated hereby (the Servicing Closing Related Agreements to the extent such entity which it is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by each Seller and constitutes a constitute such Seller’s legal, valid and legally binding obligation of Sellerobligation, enforceable against it such Seller in accordance with its termstheir respective terms and conditions, subject to (i) the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) generally or by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingequity.

Authorization and Validity of Agreement. Parent and Merger Sub have all requisite corporate power and authority to execute, deliver and perform their obligations under this Agreement and the other Transaction Documents to which either Parent or Merger Sub is a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) by Parent and Merger Sub and the consummation performance by each Parent and Merger Sub of their obligations hereunder and thereunder and the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub (and, with respect to Merger Sub, Parent as sole shareholder of Merger Sub), and all other necessary corporate action on the part of Parent and Merger Sub, and no other corporate or stockholder action is proceedings on the part of Parent and Merger Sub are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) party, and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and the other Transaction Documents to which either Parent or Merger Sub is a party have been duly and validly executed and delivered by Seller Parent and constitutes a Merger Sub and, assuming due execution and delivery by the Company and the other parties thereto (as applicable), shall constitute their legal, valid and legally binding obligation of Sellerobligation, enforceable against it them in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. (a) The executionCompany has the requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Company Vote, perform its obligations under this Agreement and to consummate the Transactions. The execution and delivery and performance by Seller of this Agreement and by each the Company, the performance by the Company of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each of the transactions contemplated hereby and thereby Transactions have been duly authorized by the Board of Directors of Seller. No the Company and all other necessary corporate action on the part of the Company, other than the Required Company Vote, and no other corporate or stockholder action is proceedings on the part of the Company are necessary for to authorize the authorizationexecution and delivery of, execution, delivery and performance by Seller of the Company under, this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and or the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateTransactions. This Agreement has been duly and validly executed and delivered by Seller the Company and, assuming due execution and delivery by Parent and Merger Sub, constitutes a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). (b) and (iii) an implied covenant The Board of good faith and fair dealing. When executed and delivered as provided in this AgreementDirectors of the Company has, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation resolutions duly adopted by the requisite vote of Seller or such Subsidiary (to the extent a party thereto)directors, enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) approved this Agreement and the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generallyTransactions, (ii) general equitable principles (whether considered determined that this Agreement and the Transactions are advisable and in a proceeding in equity or at law) the best interests of the Company and the Company’s stockholders, (iii) an implied covenant directed that this Agreement be submitted to a vote of good faith the holders of Company Common Stock for its adoption, (iv) resolved to recommend that the holders of Company Common Stock adopt this Agreement and fair dealingapprove the Transactions, including the Merger (the “Company Board Recommendation”), and (v) approved the amendment to the Company’s bylaws to include the provision set forth in Exhibit A attached hereto. Such resolutions are in full force and effect and have not subsequently been rescinded or withdrawn in any way.

Authorization and Validity of Agreement. The Such Seller or Cypress has all requisite power and authority and, with respect to Sellers who are individuals, legal capacity, to execute and deliver this Agreement and to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement and the Escrow Agreement With respect to Cypress or Sellers which are not individuals, Cypress or such Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. With respect to Cypress or Sellers which are not individuals, the execution, delivery and performance by Seller of this Agreement and the Escrow Agreement by each of such Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) or Cypress and the consummation by each such Seller or Cypress of the Sale and other transactions contemplated hereby and thereby hereby, have been duly authorized and approved by its board of directors (or similar governing body), and no other entity, stockholder, member or partner action or proceeding on the Board part of Directors of such Seller or Cypress or such Seller. No other corporate ’s or stockholder action Cypress’ stockholders, members or partners is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of such Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) or Cypress and the consummation by such Seller or Cypress of the Sale and the Subsidiaries of the other transactions contemplated hereby or thereby, other than certain corporate approvals of by this Agreement and the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateEscrow Agreement. This Agreement has been duly executed and delivered by such Seller or Cypress and, assuming the due execution of this Agreement by Purchaser and each of the other Sellers party hereto, this Agreement constitutes a valid and legally binding obligation of Sellersuch Seller or Cypress, enforceable against it such Seller or Cypress in accordance with its terms, except to the extent that such enforceability may be subject to (i) the effects of to, and limited by, applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, receivership and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) and general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant principles. The execution of good faith and fair dealing. When executed and delivered the Escrow Agreement by the Stockholders Representative will fully bind such Seller to the escrow as provided in this Agreement, each other agreement contemplated hereby to be if the Escrow Agreement was executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingSeller.

Authorization and Validity of Agreement. The executionSuch Seller has all requisite legal capacity, delivery power and performance by Seller of authority to enter into, execute and deliver this Agreement and by each of the Related Agreements to which such Seller and each Subsidiary of any other agreements contemplated hereby is (or will at the Closing be) a party, to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of consummate the transactions contemplated hereby or thereby, to perform all of such Seller’s obligations under this Agreement and the Related Agreements to which such Seller is (or will at the Closing be) a party, and to comply with and fulfill the terms and conditions of this Agreement and the Related Agreements to which it is (or will at the Closing be) a party. If such Seller is not a natural person, such Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, with all requisite power and authority to own or lease and to operate its properties, rights and assets and to conduct its business as it is now conducted. The execution, delivery and performance of this Agreement and the Related Agreements to which such Seller is (or will at the Closing be) a party have been duly authorized by all necessary corporate or other than certain corporate approvals action (as applicable) on the part of such Seller, and no other proceedings on the part of such Seller are necessary to authorize the execution, delivery or performance by such Seller of this Agreement and each of the foreign Subsidiaries, Related Agreements to which corporate approvals shall have been obtained by such Seller is (or will at the Closing Datebe) a party. This Agreement has been, and each of the Related Agreements to which such Seller is (or will at the Closing be) a party has been or will be at the Closing, duly executed and delivered by such Seller and constitutes a constitutes, or will upon such execution and delivery, as applicable, constitute, such Seller’s legal, valid and legally binding obligation of Sellerobligation, enforceable against it such Seller in accordance with its termsterms and conditions, subject to (i) the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws Laws relating to or affecting the enforcement of creditors' creditor’s rights generally, (ii) generally or by general equitable principles of equity (whether considered applied in a proceeding in equity at law or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party theretoequity), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Enron and Merger Sub are duly organized, validly existing and in good standing under the laws of the jurisdiction in which they are chartered or organized and have all requisite corporate or limited liability company power and authority, and have been duly authorized by all necessary regulatory approvals and orders to own, lease and operate their respective assets and properties and to carry on their respective businesses as now being conducted other than such regulatory approvals and orders the failure to obtain which would not, when taken together with all other such failures, have a material adverse effect on the financial condition, results of operation or business of Enron and its consolidated subsidiaries, taken as a whole (an "ENRON MATERIAL EFFECT"), and are duly qualified and in good standing to do business in each jurisdiction in which the nature of their respective business or the ownership or leasing of their respective assets and properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing would not have an Enron Material Effect. Enron and Merger Sub have all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, execution and delivery by Enron and performance by Seller Merger Sub of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of them of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other all necessary corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datelimited liability company action. This Agreement has been duly executed and delivered by Seller Enron and constitutes a Merger Sub and is the valid and legally binding obligation of SellerEnron and Merger Sub, enforceable against it Enron and Merger Sub in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Water Authority has all --------------------------------------- requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder, including the acquisition by condemnation, and the maintenance and operation, of all or part of the Nassau System and the Business. The execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each it of the transactions contemplated hereby and thereby have been duly and validly authorized by adoption of a resolution at a public meeting of the Board Water Authority, and no other action on the part of Directors the Water Authority, other than (i) the authorization and sale of Seller. No other corporate one or stockholder action more series of bonds in the aggregate amount of not less than the sum of (A) the Acquisition Price plus (B) the Lease Repurchase Amount plus (C) the total costs of the Water Authority incurred in issuing such bonds plus (D) the total estimated expenses of the Water Authority to be incurred in connection with the transactions contemplated by this Agreement plus (E) amounts necessary for reasonable and customary working capital and reserve funds, and (ii) the adoption of a resolution approving the acquisition of the assets by condemnation after public hearing, is necessary for to authorize the authorization, execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries it of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller the Water Authority and, assuming the due authorization, execution and constitutes delivery hereof by JWS and the Parent, is a valid and legally binding obligation of Sellerthe Water Authority, enforceable against it the Water Authority in accordance with its terms, subject except to (i) the effects of extent that enforceability may be limited by a bankruptcy filing after the date hereof or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generallygenerally and by general equity principles, (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionCompany has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Plan of Merger, the Voting Agreement, the Statement of Designation (when filed in accordance with the terms of the Series C Preferred Stock Purchase Agreement), the Employment Agreement, the Radcliffe Waiver and all agreements and instruments related thereto (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance by Seller of this Agreement and the other Transaction Documents by each the Company and the performance by the Company of Seller its obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and all other necessary corporate action on the part of Directors of Seller. No the Company, other corporate or stockholder action is necessary for than the authorization, execution, delivery approval and performance by Seller adoption of this Agreement by the affirmative vote of a majority of votes cast by all shareholders of the Company entitled to vote thereon at a meeting at which a quorum is present (the “Company Shareholder Approval”), and by each no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or the other Transaction Documents and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals and thereby (subject to the filing of the foreign Subsidiaries, which corporate approvals shall have been obtained by Statement of Designation (when filed in accordance with the Closing Dateterms of the Series C Preferred Stock Purchase Agreement)). This Agreement has and each of the other Transaction Documents have been duly and validly executed and delivered by Seller the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub and the other parties thereto (as applicable), shall constitute a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.