Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction.

Authorization of Transaction. The Seller has corporate full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid valid, legal and legally binding obligation of the Seller, enforceable against Seller in accordance with its terms and conditions. Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order for Seller to duly and fully perform its obligations as stipulated in this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by all requisite corporate action of Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and stockholders of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his or its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Person in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate partnership power and authority) to execute and deliver this Agreement and all agreements and instruments to be executed and delivered by Seller pursuant to this Agreement (collectively, the "Ancillary Agreements") and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, hereunder and performance of this Agreement by the Sellerthereunder. This Agreement constitutes and the Ancillary Agreements constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate partnership power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors partners of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and the shareholders of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement have been duly authorized by Seller.

Authorization of Transaction. The Seller has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement each Transaction Document to which it is a party and all other instruments, agreements and documents contemplated thereby and has taken all corporate and other actions or proceedings necessary to perform authorize the consummation of the Contemplated Transactions and the performance of its obligations hereunderhereunder and thereunder. Without limiting the generality Each of the foregoing, the board of directors of the Transaction Documents has been duly executed and delivered by Seller has duly authorized the execution, delivery, and performance of this Agreement by the is Enforceable against Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has and the Seller’s stockholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Each Seller has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and all other documents executed incident hereto or in connection herewith (collectively the "Transaction Documents") and to perform its respective obligations hereunderhereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of the each Seller has duly authorized the execution, delivery, delivery and performance of this Agreement by the SellerTransaction Documents. This Agreement constitutes The Transaction Documents constitute the valid and legally binding obligation obligations of the each Seller, enforceable against each Seller in accordance with its their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than Transfer Applications described in Section 5(b).

Authorization of Transaction. The Seller Each of the Sellers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and stockholders of each of the Seller has Sellers have duly authorized the execution, delivery, and performance of this Agreement by the that Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Company and the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and conditionsby principals of equity.

Authorization of Transaction. The Seller has full power and authority (including including, if the Seller is a corporation or other entity, full corporate power and authority) to execute and deliver this Agreement and to perform his, her or its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, as of the Closing Date, the board of directors of the Seller has the shareholders of the Seller have duly authorized the transactions contemplated by the Agreement and their execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the a valid and legally binding obligation of the Selleragreement, enforceable against the Seller in accordance with its the terms and conditionsconditions hereto, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other applicable law of general application affecting enforcement of creditors’ rights generally.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.the

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to; make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including including, if the Seller is an entity, full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its the obligations of Seller hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has and the Shareholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Each Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of each Seller and the Seller has Stockholders of each Seller have duly authorized the execution, delivery, and performance of this Agreement by the such Seller. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full right, power and authority (including full corporate power and authorityi) to execute and deliver this Agreement Agreement, (ii) to sell, assign, transfer and deliver the Shares to be sold by Seller hereunder, and (iii) to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, deliverytaken all corporate action, and performance of has obtained all consents, approvals, authorizations and orders, required for it to execute, deliver and perform this Agreement by the SellerAgreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has full power and authority (including full corporate partnership power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board Board of directors Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has and Seller Stockholders of Seller have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller Seller's Trustee has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has the full power and authority (including full corporate power and authority) to execute and deliver this Agreement and any ancillary documents to which the Seller is a party and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Sellerthereunder. This Agreement constitutes and any ancillary documents to which the Seller is a party constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionstheir terms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors managers, and members of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, Seller enforceable in accordance with its terms and conditions, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Each Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors and stockholders of the each Seller has have duly authorized the execution, delivery, and performance of this Agreement by the each Seller. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditionsconditions and subject only to principles affecting creditor rights generally or other general equitable principles.

Authorization of Transaction. The Seller has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its respective obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, The execution and performance delivery of this Agreement and the performance by the Seller. This Seller of this Agreement constitutes and the valid consummation by the Seller of the transactions contemplated hereby have been duly and legally binding obligation validly authorized by all necessary corporate action on the part of the Seller, enforceable in accordance with its terms the Company and conditions.Scan Inc.

Authorization of Transaction. The Each of the Seller has and ▇▇▇▇▇ have full power and authority (including including, to the extent applicable, full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has and its shareholders have duly authorized the execution, delivery, and performance of this Agreement by the SellerAgreement. This Agreement constitutes the valid and legally binding obligation of the SellerSeller and ▇▇▇▇▇, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement Agreement, and all documents and agreements necessary to give effect to the provisions of this Agreement, and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, hereunder and performance of this Agreement by the Sellerthereunder. This Agreement constitutes and all other agreements and documents executed in connection herewith constitute the valid and legally binding obligation of the Seller, enforceable in accordance with its their terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby and the consummation of the sale of the Purchased Assets have been duly authorized by Seller.

Authorization of Transaction. The directors of Seller have duly recommended to the shareholders of Seller this transaction and the material terms of this Agreement, and the shareholders have duly approved this transaction and the material terms of this Agreement. Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement Agree­ment and to perform its obligations hereunder. Without limiting the generality The execution and delivery of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, this Agreement and performance of Seller’s obligations requires no further action or approval to constitute this Agreement by the Seller. This Agreement constitutes the valid as a binding and legally binding enforceable obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at law or in equity). The execution, delivery, and performance of this Agreement has been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and the Global Operative Agreements and to perform its obligations hereunderhereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance Each of this Agreement by and the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.Global

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting Seller hereby represents and warrants that the generality of individual has the foregoing, capacity set forth on the board of directors of the Seller has duly authorized the execution, delivery, signature page hereof with full power and performance of this Agreement by the authority to bind Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board managing members or other duly governing body of directors of Seller and, to the Seller has extent required by applicable law or Seller’s limited liability company operating agreement, Seller’s members have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller Seller, through its Trustees, has full capacity, power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. Without limiting Seller does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of transactions contemplated by this Agreement by the SellerAgreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has and Seller’s shareholders, have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against Seller in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its Seller's obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation obligations of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the The board of directors and shareholders of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement Agreement, constitutes the a valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has full the corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting under this Agreement and the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, execution and performance delivery of this Agreement has been approved by the Seller's Board of Directors. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing; provided, the board of directors of however, that the Seller has duly authorized cannot consummate the execution, delivery, and performance of transactions under this Agreement by unless and until it receives the SellerRequisite Shareholder Approval. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full all necessary corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting ; provided, however, that Seller cannot consummate the generality of Merger unless and until it receives the foregoing, the board of directors of the Requisite Seller has duly authorized the execution, delivery, and performance of this Agreement by the SellerStockholder Approval. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of each of the Seller Sellers has duly authorized the execution, delivery, and performance of this Agreement by the such Seller. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has and Seller’s requisite shareholders have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Such Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the Ancillary Agreements to which such Seller is a party and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, hereunder and performance of this Agreement by the Sellerthereunder. This Agreement constitutes the legal, valid and legally binding obligation obligations of the such Seller, enforceable against such Seller in accordance with its terms and conditionsconditions except to the extent limited by bankruptcy, reorganization, moratorium, insolvency or other similar Laws generally affecting the enforcement of creditors’ rights.

Authorization of Transaction. The Seller has Sellers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.their obligations

Authorization of Transaction. The Seller has full the corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, deliveryunder this Agreement, and performance the execution and delivery of this Agreement has been approved by the Seller's Board of Directors. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and the documents contemplated hereby (the “Transaction Documents”) and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Sellerthereunder. This Agreement constitutes constitutes, and the other Transaction Documents when executed will constitute, the valid and legally binding obligation of the Seller, enforceable against it in accordance with its terms and conditions. The execution, delivery and performance of the Transaction Documents have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has been duly authorized the executionto execute, deliverydeliver, and performance of perform this Agreement by the SellerAgreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Shareholder and Seller has have the full power and authority (including full corporate power to execute, deliver and authority) to execute and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. Without limiting the generality All necessary action, corporate or otherwise, including receipt of the foregoing, the board of directors requisite approval of the shareholder of Seller, has been taken by Seller has duly authorized to authorize the execution, delivery, delivery and performance of this Agreement and the transactions contemplated hereby, the Agreement has been executed and delivered by Seller and Shareholder, and the Seller. This Agreement constitutes is the legal, valid and legally binding obligation of the SellerSeller and Shareholder, enforceable against Seller and Shareholder in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full the corporate ---------------------------- power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting under this Agreement and the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, execution and performance delivery of this Agreement has been approved by the Seller's Board of Directors. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full all requisite power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality The execution and delivery of the foregoingthis Agreement, the board of directors of performance by the Seller has duly authorized the execution, delivery, and performance of this Agreement and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly and validly executed and delivered by the Stockholder and the Seller and constitutes the a valid and legally binding obligation of the Stockholder and the Seller, enforceable against such persons in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has full power and authority ------------------------------- (including full corporate power and authority) to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, and to perform its obligations hereunderhereunder and thereunder. Without limiting the generality of the foregoing, the board of directors of the Seller and, to the extent required under applicable law, the Stockholders of Seller, has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including including, if the Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement the Basic Agreements and to perform its his obligations hereunderthereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the The Basic Agreements constitute a valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by the Basic Agreements.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of each of the Seller Sellers has duly authorized the execution, delivery, and performance of this Agreement by each of the SellerSellers. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, each of the Principal Stockholders and the board of directors of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its his or her obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the a valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionsconditions subject to bankruptcy and insolvency laws and subject to the fact that specific performance is available only in the discretion of a court of competent jurisdiction. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has Sellers have full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its their obligations hereunder. Without limiting the generality of the foregoing, the board respective Boards of directors Directors of each of the Seller has Sellers have duly authorized the execution, delivery, and performance of this Agreement by the SellerSellers. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full corporate power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions.. Each of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ has the authority to execute and deliver all documents referred to in this Agreement on behalf of the Seller. SEPTEMBER 4, 2003

Authorization of Transaction. The Seller has full power and authority (including full corporate power to enter into and authority) to execute perform this Agreement. The execution and deliver delivery of this Agreement and to perform its obligations hereunder. Without limiting the generality consummation of the foregoing, the transactions contemplated hereby have been duly authorized by all requisite action of Seller’s board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Sellershareholder and require no further approvals or authorizations. This Agreement constitutes the has been executed and delivered by a duly authorized officer of Seller and is a valid and legally binding obligation agreement of the Seller, enforceable against Seller in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has the requisite competence and authority to execute and deliver this Agreement and to perform its obligations hereunder. Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board Board of directors Directors of the Seller has duly authorized the execution, delivery, delivery and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions, and each other agreement entered into in connection with the Transaction by Seller constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its their respective terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has been duly authorized the executionto execute, deliverydeliver, and performance of perform this Agreement by the SellerAgreement. This Agreement constitutes constitutes_ the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and all other agreements contemplated hereby and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has Sellers have full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller Sellers has duly authorized the execution, delivery, and performance of this Agreement by the SellerSellers. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has the full power and authority (including full corporate power to execute, deliver and authority) to execute and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. Without limiting the generality All necessary action, corporate or otherwise, including receipt of the foregoing, the board of directors requisite approval of the Shareholders of Seller, has been taken by Seller has duly authorized to authorize the execution, delivery, delivery and performance of this Agreement, and the transactions contemplated hereby, the Agreement has been executed and delivered by Seller and Shareholder, and the Seller. This Agreement constitutes is the legal, valid and legally binding obligation of the SellerSeller and Shareholder, enforceable against Seller and Shareholder in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board Board of directors Directors of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has Sellers have full power and authority (including including, if Seller is a corporation, full corporate power and authority) to execute and deliver this Agreement and to perform his or its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. Sellers need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and and, subject to the approval of the Bankruptcy Court, to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The execution, delivery and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and each of the other documents to be executed by it as required under this Agreement, and to perform its obligations hereunderhereunder and thereunder. Without limiting the generality of the foregoingThe Seller has taken such action, the board of directors of including obtaining approval by its managers and members, as may be necessary for the Seller has duly authorized the executionto execute, delivery, deliver and performance of perform this Agreement by the Sellerand each such other documents. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.​

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its her obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement, and the agreements and instruments required by Section 3(a) and Section 8 to be delivered to Buyer at Closing, have each been duly executed and delivered by Seller and constitute the legal, valid and binding agreement and obligation of Seller, enforceable against Seller in accordance with their terms. Without limiting the generality of the foregoing, the board Board of directors Directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has the full power and authority (including full corporate power to execute, deliver and authority) to execute and deliver perform this Agreement and to perform its obligations hereundercarry out the transactions contemplated hereby. Without limiting the generality All necessary action, corporate or otherwise, including receipt of unanimous approval of the foregoingmembers of Seller, the board of directors of the has been taken by Seller has duly authorized to authorize the execution, delivery, delivery and performance of this Agreement, and the transactions contemplated hereby, and the Agreement by is the Seller. This Agreement constitutes the legal, valid and legally binding obligation of the SellerSeller and Member, enforceable against Seller and Member in accordance with its terms and conditionsterms.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality The consummation of the foregoing, transactions contemplated hereby have been duly and validly authorized by the board Board of directors Directors of the Seller has duly authorized Seller, and no other proceedings on the Seller's part are necessary to authorize the execution, delivery, delivery and performance of this Agreement by the SellerAgreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoingEach Shareholder has full legal capacity to enter into, the board of directors of the Seller has duly authorized the executionexecute and deliver this Agreement, delivery, and performance of this Agreement by the Sellerto fully perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSeller and each Shareholder, enforceable in accordance with its terms and conditions. Neither Seller nor any Shareholder needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoing, the board of directors of the Seller has duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. Seller need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement. The execution, delivery, and performance of this Agreement and all other agreements contemplated hereby have been duly authorized by Seller.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunderhereunder subject to receipt of the Ph▇▇▇▇▇▇ ▇onsent (as defined in paragraph 5.(b)). Without limiting the generality of the foregoing, the board of directors of the Seller has have duly authorized the execution, delivery, and performance of this Agreement by the Seller. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions.

Authorization of Transaction. The Seller has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. Without limiting the generality of the foregoingEach Shareholder has full legal capacity to enter into, the board of directors of the Seller has duly authorized the executionexecute and deliver this Agreement, delivery, and performance of this Agreement by the Sellerto fully perform his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSeller and each Shareholder, enforceable in accordance with its terms and conditions. Neither Seller nor any shareholder needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.