Common use of Authorization of Transaction Clause in Contracts

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 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 Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 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 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 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 Sellers have full power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Buyers has full power and authority to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Sellereach Buyer, enforceable in accordance with its terms and conditions. The Seller No Buyer need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Seller, through its Board of Directors, has full capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller Buyer does not need not to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government Governmental or governmental agency Regulatory Agency in order to consummate the transactions contemplated by this AgreementTransactions.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. 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 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than Transfer Assignment Applications described in Section 5(b).

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and each other agreement contemplated hereby and to perform his or its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency or any third party in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and ----------------------------- authority to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power the legal power, authority and authority capacity to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller need not None of the Sellers needs to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than Transfer Assignment Applications described in Section 5(b).

Authorization of Transaction. The Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the Seller, enforceable in accordance with its terms and conditions. The Seller does not need not to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate complete the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Each Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his or her obligations hereunder. 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 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 Each of the Buyer has full power and authority to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Sellereach Buyer, enforceable in accordance with its terms and conditions. The Seller No Buyer need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Such Seller has full power and authority the requisite legal capacity to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransactions.

Authorization of Transaction. The Such Seller has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need needs not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, except for such filings as may be required under the Securities Act and regulations promulgated thereunder.

Authorization of Transaction. The Such Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable against such Seller in accordance with its terms and conditions. The Such Seller need is not required to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each 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. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 each Seller.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency Governmental Entity in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and the documents and certificates delivered in connection herewith and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditionsterms. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than the filings required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller None of the Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform his, her or its obligations hereunder. 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 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 Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Each of the Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransaction. SECTION 3.2.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes constitute the valid and legally binding obligation obligations of the each Seller, enforceable in accordance with its terms their respective terms, subject, as to enforceability, to (a) laws of general application relating to bankruptcy, insolvency and conditions. The Seller need not give any notice tothe relief of debtors, make any filing withand (b) rules of law governing specific performance, or obtain any authorization, consent or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementinjunctive relief and other equitable remedies.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except as set forth in Section 4(a)(i) of the Company Letter, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 legal, capacity, power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. 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 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 to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions. The Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementContemplated Transactions.

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. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Neither Seller nor Target need not give any notice to, make any filing with, or obtain any authorization, consent 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 power, authority and authority legal capacity to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and to perform its or his obligations hereunderunder this Agreement. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller None of the Sellers need not to give any notice to, make any filing with, or obtain any authorization, consent or approval Governmental Authorization of any government or governmental agency Governmental Authority in order Order to consummate the transactions Transaction. The execution, delivery, and performance of this Agreement and all other agreements contemplated by this AgreementAgreement have been duly authorized by each of the Sellers.

Authorization of Transaction. The Seller has full corporate ----------------------------- power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, other than filings required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

Authorization of Transaction. The Seller has full power ---------------------------- and authority to execute and deliver this Agreement and to perform its their obligations hereunder. 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 consent, or approval of any person, entity, government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power power, capacity and authority to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government Government Entity or governmental agency in order to consummate the transactions contemplated by this Agreementany Person.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except as set forth in Section 4(a)(i) of the Disclosure Schedule, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 the right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the legally valid and legally binding obligation obligations 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 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 to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Except for required notices under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller None of the Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except for appropriate filings under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform his, her or its obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority (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. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions, subject to applicable bankruptcy rules. The Each Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransaction.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform its his or her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each 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 Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunderunder this Agreement. This Agreement constitutes the is a valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 by this Agreement have been duly authorized by the Sellers.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation obligations of the Seller, enforceable in accordance with its terms and conditions. The Seller does not need not to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency authorities in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement Agreement, to consummate the transactions contemplated hereby and thereby and to perform its his obligations hereunderhereunder and thereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable against each of them in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable against each Seller in accordance with its terms and conditions. The No Seller need not either individually or collectively needs to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government other Seller or governmental agency Person, in order to consummate the transactions contemplated by this Agreement, except that certain third party consents are required as identified herein.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable against them in accordance with its terms and conditions. The No Seller need not needs to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any person, including without limitation, any government or governmental agency in order to execute and deliver this Agreement and consummate the transactions contemplated by this Agreementherein.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its her obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Seller seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full corporate or similar power and authority to execute and deliver this Agreement the Transaction Documents, as applicable, and to perform its obligations hereunderthereunder. This Agreement constitutes Except as required by the valid and legally binding obligation of the SellerBankruptcy Court or Bankruptcy Code, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreementthe Transaction Documents.

Authorization of Transaction. The Seller Each of Sellers has full corporate power and authority to execute execute, deliver and deliver perform their obligations under this Agreement and the other documents executed or required to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable be executed by Sellers in accordance connection 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency Authority in order to consummate the transactions contemplated by this AgreementTransaction.

Authorization of Transaction. The Seller has Sellers have full power and authority to execute and deliver this Agreement and to perform its their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Entity in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has Sellers have full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except as set forth on SCHEDULE 3(A)(i) attached hereto, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its obligations hereunder. Each Shareholder has full legal capacity to enter into, execute and deliver this Agreement, to 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. The Neither Seller need not nor any shareholder needs to give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of Sellers has full power and authority (including full corporate or other entity power and authority) to execute and deliver this Agreement and all closing documents to which such Seller is a party and to perform its obligations hereunderunder this Agreement and those closing documents. Without limiting the generality of the foregoing, the board of directors Target as well as all of the Sellers have duly authorized the execution, delivery, and performance of this Agreement. This Agreement constitutes the valid and legally binding obligation of Target and the SellerSellers, 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 Sellers have full power and authority to execute and deliver this Agreement and to perform its their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers do not need not 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 to execute and deliver this Agreement and to perform its his or her obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Such Seller has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunderhereunder in all material respects. This Agreement constitutes the valid and legally binding obligation of the such Seller, enforceable in accordance with its terms and conditions. The Such Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any person, government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, each Seller enforceable in accordance with its terms and conditionsterms. The Each Seller need not give any has given notice to, make made any filing with, with or obtain obtained any authorization, consent or approval of any person, firm, corporation or federal or state government agency, commissioner or governmental agency board (hereinafter referred to as a "Person") necessary in order to consummate the transactions transaction contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller Sellers have full power and authority, corporate or otherwise, to execute and deliver this Agreement and, subject to the required consents described in Section 7(b), to perform their obligations hereunder. Except to the extent set forth in Section 5(b), Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his or her obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransaction.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller To the Knowledge of the Sellers, except as disclosed in Schedule 3.1, the Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Authority in order to consummate the transactions contemplated by this Agreement.

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 his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power and authority to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of each of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Each of the Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this AgreementTransaction.

Authorization of Transaction. The Each Seller and Shareholder has full power and authority to execute and deliver this Agreement and to perform his or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Sellersuch Seller and Shareholder, enforceable in accordance with its terms and conditions. The Seller To the Knowledge of Sellers, Sellers and Shareholders need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his or her obligations hereunder. 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 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 to execute and deliver this Agreement and to perform its their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The except as set forth in Section 3.1(a) of the Disclosure Schedule, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

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. This Agreement constitutes the legal, valid and legally binding obligation of the each 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, approval of any government government, governmental agency, or governmental agency court 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. 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 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 to execute and deliver this Agreement and to perform its their obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Other than the Regulatory Approvals, Sellers need not give any notice to, make any filing with, or obtain any authorization, consent 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 to execute and deliver this Agreement and to perform its his obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The Except for notices or filings under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ Act and any applicable securities laws, the Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full power the capacity and authority to execute and deliver this Agreement and to perform its their respective obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers party thereto, 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 legal capacity, power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and the agreements contemplated hereby and to perform its obligations hereunderhereunder and thereunder. This Agreement constitutes the valid and legally binding obligation obligations of the each Seller, enforceable against it in accordance with its terms and conditions. The Seller need not give any notice to, make any filing withexcept as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or obtain any authorization, consent or approval similar laws affecting creditors' rights generally and by the application of any government or governmental agency in order to consummate the transactions contemplated by this Agreementgeneral equitable principles.

Authorization of Transaction. The Seller has full legal capacity, power and authority to execute and deliver this Agreement and to perform its his obligations hereunder. 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 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 to execute and deliver this Agreement and to perform his, her or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms and conditions. The No Seller need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has full power and authority (including, as to IFS, full corporate power and authority) to execute and deliver this Agreement and to perform his, her or its obligations hereunder. 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 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 to execute and deliver this Agreement and to perform its obligations hereunder. 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 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 to execute and deliver this Agreement and to perform its his obligations hereunder. 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 consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement, except as described in Schedule 3.1(a).

Authorization of Transaction. The Each Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the each Seller, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller Each of the Sellers has full corporate power and authority to execute and deliver this Agreement and to perform its respective obligations hereunder. This Agreement constitutes the a legal, valid and legally binding obligation of the each Seller, enforceable against each of the Sellers in accordance with its terms and conditionsterms. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency Governmental Authority in order to consummate the transactions contemplated by this Agreement.

Authorization of Transaction. The Seller has Sellers have full power and authority to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the SellerSellers, enforceable in accordance with its terms and conditions. The Seller Sellers need not give any notice to, make any filing with, or obtain any authorization, consent consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.