Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. (a) Seller is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate of incorporation or bylaws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller or any of its Affiliates is a party or by which it is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Each of the Company and its Subsidiaries is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization. Each of the Company and its Subsidiaries has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to have such power or authority, to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect. The copies of the certificate of incorporation and by-laws (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries which have been previously delivered or made available to have an Adverse Effect on SellerBuyer are true, correct and complete. (b) Seller The Company has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of the Company and no other corporate proceedings or actions on the part of Sellerthe Company, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's the certificate of incorporation or bylawsby-laws of the Company or any of its Subsidiaries, (ii) except as disclosed in Schedule 3.1 (b)hereto, and except as provided in the Credit Agreement, violate or conflict with any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any Person party to terminate or accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Company's or any of its Affiliates Subsidiaries' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which the Company or any of its Subsidiaries is a party or by which it is any of them or their assets are bound, or (iii) except as described in Section 3.1(c) hereof or as listed on Schedule 3.1(b)3.1 hereto, violate or conflict with any other --------------- material restriction law, order, judgment, injunction, decree, ordinance, regulation or ruling of any kind or character governmental authority to which Seller the Company or any of its Subsidiaries is subject, except for those that, in the case of any of clauses (ii) and (iii), would) would not, individually or in the aggregate, reasonably be expected to Adversely Affect the Businesshave a Material Adverse Effect. This Agreement has been duly executed and delivered by Sellerthe Company, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) Except as otherwise provided in this AgreementNo registrations, at filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the ClosingCompany or any of its Subsidiaries (or, Seller will deliver to Buyer good title by reason of facts pertaining to the Acquired Assets free Company or its Subsidiaries, on the part of Buyer) with, to or from any Persons (including governmental authorities) in connection with the execution and clear delivery of all Liensthis Agreement or the consummation of the transactions contemplated hereby, except Permitted Liensfor (i) those set forth on Schedule 3.1, (ii) filings under the HSR Act, (iii) those that become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, or (iv) those that the failure to make, file, give or obtain would not, individually or in the aggregate, have a Material Adverse Effect.

Incorporation; Authorization; Etc. (a) Seller Each of Dreyer's and each of its Subsidiaries is a --------------------------------- corporation duly incorporated, organized and validly existing and and, with respect to each U.S. corporation, in good standing standing, under the laws of the State jurisdiction of Delaware its organization. Except as set forth in Section 4.1(a) of the Dreyer's Schedule, each of Dreyer's and each of its Subsidiaries (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect a material adverse effect on SellerDreyer's. For purposes of this Article IV, a "material adverse effect on Dreyer's" shall mean a material adverse effect on the assets, liabilities, business, financial condition, results of operations and prospects of Dreyer's and its Subsidiaries, taken as a whole. (b) Seller has all Dreyer's, New Dreyer's and Merger Sub have the requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery by Dreyer's, New Dreyer's and Merger Sub of this Agreement Agreement, the performance by Dreyer's, New Dreyer's and Merger Sub of their obligations hereunder and the consummation by Dreyer's, New Dreyer's and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary the Disinterested Directors of Dreyer's and the Boards of Directors of New Dreyer's and Merger Sub and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and except for obtaining the approval by the stockholders of Dreyer's of the Merger by the Required Dreyer's Vote and by the sole stockholder of Merger Sub, no other corporate proceedings on the part of Seller. The Dreyer's, New Dreyer's or Merger Sub, their respective Boards of Directors or stockholders are necessary therefor. (c) Except as set forth in Section 4.1(c) of the Dreyer's Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of SellerDreyer's or any of its Subsidiaries' respective certificate of incorporation or bylawsby-laws (or equivalent organizational documents or instruments), (ii) except as disclosed set forth in Schedule 3.1 (b)Section 4.1(c) of the Dreyer's Disclosure Schedule, violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) upon or the creation of a security interest in any shares of capital stock of Dreyer's or its Subsidiaries or any of the Acquired Assets, pursuant to any Contract or Order to which Seller Dreyer's or any of its Affiliates Subsidiaries' assets or properties pursuant to, any Lien, agreement, instrument, order, arbitration award, judgment or decree to which Dreyer's or any of its Subsidiaries is a party or by which it any of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Dreyer's or any of its Subsidiaries is subject, that, in the case of any of clauses clause (ii) and or (iii), ) would, individually or in the aggregate, have or reasonably be expected to Adversely Affect have a material adverse effect on Dreyer's or prevent the BusinessTransactions from occurring prior to the Termination Date or result in any material delay in the consummation of the Transactions. This Agreement has been duly executed and delivered by SellerDreyer's, New Dreyer's and Merger Sub, and, assuming the due execution hereof by BuyerNestle, this Agreement constitutes the legal, valid and binding obligation obligations of SellerDreyer's, New Dreyer's and Merger Sub, enforceable against Seller Dreyer's, New Dreyer's and Merger Sub in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title subject to the Acquired Assets free effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and clear to the effect of all Liensthe application of general principles of equity (regardless of whether considered in proceedings at law or in equity). Dreyer's has delivered to Nestle true and correct copies of the certificate of incorporation and by-laws, except Permitted Liensas amended to date, of Dreyer's.

Incorporation; Authorization; Etc. (a) Seller Nestle is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and each NICC Entity is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization. Except as set forth in Section 3.1(a) of the Nestle Disclosure Schedule, each of the NICC Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect a material adverse effect on Sellerthe NICC Entities. For purposes of this Article III, a "material adverse effect on the NICC Entities" shall mean a material adverse effect on the assets, liabilities, business, financial condition, results of operations and prospects of the NICC Entities, taken as a whole. (b) Seller Nestle has all the requisite corporate or similar power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery by Nestle of this Agreement Agreement, the performance by Nestle of its obligations hereunder and the consummation by Nestle of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of Nestle and no other corporate proceedings on the part of Seller. The Nestle, its Board of Directors or stockholders are necessary therefor. (c) Except as set forth in Section 3.1(c) of the Nestle Disclosure Schedule, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of SellerNestle's certificate of incorporation or bylawsby-laws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) upon or the creation of a security interest in any shares of the Acquired Assetscapital stock or similar interest of any NICC Entity, pursuant to any Contract or Order to which Seller or any of its Affiliates NICC Entity's assets or properties pursuant to, any Lien, agreement, instrument, order, arbitration award, judgment or decree to which Nestle or any NICC Entity is a party or by which it any of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Nestle, any Continuing Affiliate or any NICC Entity is subject, that, in the case of any of clauses (ii) and or (iii), ) would, individually or in the aggregate, have or reasonably be expected to Adversely Affect have a material adverse effect on the BusinessNICC Entities or prevent the Transactions from occurring prior to the Termination Date or result in any material delay in the consummation of the Transactions. This Agreement has been duly executed and delivered by SellerNestle, and, assuming the due execution hereof by BuyerDreyer's, New Dreyer's and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of SellerNestle, enforceable against Seller Nestle in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title subject to the Acquired Assets free effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and clear to the effect of all Liensthe application of general principles of equity (regardless of whether considered in proceedings at law or in equity). Nestle has delivered to Dreyer's a true and correct copy of the certificate of formation and the operating agreement, except Permitted Lienseach as amended to date, of NICC.

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Maryland. Buyer (1) has all requisite power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business its business requires it to be so qualified, qualified except where the failure to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected have a material adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole. Buyer has heretofore delivered or made available to have an Adverse Effect the Stockholders complete and correct copies of its certificate of incorporation and by-laws as in effect on Sellerthe date hereof. (b) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no additional proceedings (corporate or otherwise) on the part of Buyer or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and, assuming the due execution and delivery thereof by the Company and the Stockholders, constitutes the legal, valid and binding obligation of, Buyer and is enforceable against Buyer in accordance with its terms. (c) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not (i1) violate any provision of Seller's the certificate of incorporation or bylawsby-laws or similar organizational instrument of Buyer or any of its material Subsidiaries, (ii2) except as disclosed result in Schedule 3.1 (b), violate a violation of any provision of, or be an event that is ---------------- constitute a default (with or with the passage without notice or lapse of time will result intime) a violation ofunder, or result in the give rise to a right of termination, cancellation or acceleration of (or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired AssetsBuyer's or its Subsidiaries' assets or properties pursuant to, pursuant to any Contract note, bond, debt instrument, mortgage, indenture, lien, lease, agreement or Order other instrument, or any judgment, injunction, order or decree to which Seller Buyer or any of its Affiliates Subsidiaries is a party or by which it any of them is bound, or (iii3) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction Law or Order applicable to Buyer or any of any kind or character to which Seller is subjectits Subsidiaries, thatexcept, in the case of any of clauses (ii2) and (iii3), wouldfor any such violations, defaults, rights or restrictions that would not, individually or in the aggregate, reasonably be expected (A) have a material adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole, (B) an adverse effect on the value of the Buyer Shares or (C) on adverse effect on the ability of Buyer to Adversely Affect consummate the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsStock Exchange. (cd) Except as otherwise provided in this AgreementNo consent, at the Closingapproval, Seller will deliver order or authorization of, or registration, declaration or filing with (1) any Governmental Authority or (2) any individual, corporation or other entity (including any holder of Buyer's securities) is required by or with respect to Buyer good title in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws (including an order of effectiveness with respect to the Acquired Assets free Registration Statement), applicable state "blue sky" laws, and clear the securities laws of all Liensany foreign country, except Permitted Liensand (C) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have (i) a material adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole or (ii) an adverse effect on the value of the Buyer Shares.

Incorporation; Authorization; Etc. (a) Seller Each of the Companies and each Subsidiary is a --------------------------------- corporation or other entity (as listed on Schedule 3.1(a)) duly incorporatedorganized, validly existing and and, to the extent applicable, in good standing under the laws of the State jurisdiction of Delaware its incorporation. Each of the Companies and each Subsidiary has full corporate or other power and authority to own its properties and assets and to carry on its business as it is now being conducted and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of the property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected would not have a material adverse effect on the business, assets, liabilities, prospects, financial condition or results of operations of the Business (the "Business Condition"). For purposes of this Agreement, a material adverse effect on the Business Condition shall not include any change resulting from general economic conditions. Each jurisdiction in which any of the Companies or the Subsidiaries is qualified to have an Adverse Effect on Sellerdo business is set forth in Schedule 3.1(a). (b) Seller Each of the Sellers which is a trust is duly formed, validly existing and in good standing under the laws of the state of its formation and has all requisite corporate full power and authority to own the properties Shares and assets employed by Sellerto sell the Shares to Buyer pursuant to this Agreement. (c) Each of the Sellers which is a natural person has all power and authority to enter into this Agreement and each other agreement contemplated hereby (the "Related Agreements") to which it is a party, to carry on Seller's business as it perform its respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each of the Sellers which is now being conducted, a trust has full power to execute and deliver this Agreement and the Related Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement and the Related Agreements, the performance of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by the Sellers have been duly and validly authorized with respect to those Sellers which are trusts, by all necessary corporate proceedings on the part of Sellerthe trustees of such Seller and, if required, the beneficiaries thereof. This Agreement and each of the Related Agreements to which any Seller is a party have been duly executed and delivered by each of the Sellers party thereto and, assuming the due execution hereof and thereof by Buyer and any other parties thereto, constitute the legal, valid and binding obligations of each of the Sellers party thereto, each enforceable against such Seller in accordance with its respective terms. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Related Agreements by each Seller will not (i) violate or conflict with any provision of Seller's the certificate of incorporation or bylawsby-laws of or any other organizational or governing instrument or trust agreement of any Seller, the Companies or the Subsidiaries, (ii) except as disclosed in Schedule 3.1 (b3.1(d), conflict with, violate or constitute a default under any provision of, or be an event that is ---------------- (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller Shares or any of its Affiliates the assets or properties of any of the Companies or of any of the Subsidiaries pursuant to, or require a consent or create a penalty or increase any Company's or Subsidiary's payment or performance obligations under, any Lien, order, arbitration award, judgment, decree or any contract, agreement, license or permit, to which any Seller, Company or Subsidiary is a party or by which it any of them or any of their property is bound, or (iii) except as listed on disclosed in Schedule 3.1(b3.1(d), violate or conflict with, or result in the imposition of any Lien (other than Liens arising from any actions taken or arrangements made by Buyer and restrictions on transferability of the Shares under applicable securities laws) upon any of the Shares or any of the assets or properties of any Company or any Subsidiary pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any federal, state, local, foreign, supernational or supranational court or tribunal (including any court or tribunal dealing with labor matters), governmental, regulatory or administrative agency, department, bureau, authority or commission or public or private arbitral panel or arbitrator ("Governmental Authority") or any other --------------- material restriction of any kind or character to which Seller any Seller, Company or Subsidiary is subjectsubject or by which any of them or any of their property is bound, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on the Business. This Agreement has been duly executed and delivered by Seller, and, assuming Business Condition or prevent any of the due execution hereof by Buyer, Stock Purchases or otherwise impair the performance of the other obligations of the Sellers under this Agreement constitutes or the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsRelated Agreements. (ce) Except as otherwise provided in this Agreement, Upon consummation of the Stock Purchases at the Closing, Seller as contemplated by this Agreement, the Stockholders will deliver to Buyer good title to the Acquired Assets Shares free and clear of any Liens (except those imposed by any action taken or arrangement made by Buyer and restrictions on transferability of the Shares under applicable securities laws). (f) The Sellers have delivered or caused to be delivered to Buyer complete and correct copies of the trust instruments establishing and governing each Seller which is a trust, the organizational instruments of each Seller and each Company or Subsidiary which is neither a corporation, a trust nor an individual, the certificates of incorporation and by-laws (or similar instruments) of each Company or Subsidiary which is a corporation, and has made available to Buyer the corporate minute books and other books and records of the Companies and the Subsidiaries requested by Buyer. The minutes of the Companies and the Subsidiaries and the books and records delivered to Buyer are true and correct in all Liens, except Permitted Liensmaterial respects.

Incorporation; Authorization; Etc. (a) Seller The Company is a --------------------------------- corporation corporation, duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware. The Company (i) has all requisite power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and (ii) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business its business requires it i to be so qualified, qualified except where the failure to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have an a Material Adverse Effect on Sellerthe business, assets, results of operations, or financial condition (collectively, the "Business Condition") of the Company. The Company has heretofore delivered or made available to Purchaser complete and correct copies of its organizational documents as in effect o the date hereof. (b) Seller Each of the Stockholders has all requisite corporate power full power, capacity and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate perform his or her obligations under this Agreement. This Agreement has been duly executed and delivered by and is the transactions contemplated hereby by Seller. The legal, valid and binding obligation of each of the Stockholders and, assuming the due execution and delivery of this Agreement and the consummation thereof by Purchaser, is enforceable against each of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. Stockholders in accordance with its terms. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company, and no additional proceedings (corporate or otherwise) on the part of any of the Stockholders or the Company are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by and assuming the due execution and delivery thereof of Purchaser, constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms. (d) Except as set forth in Schedule 4.1(d), the execution and delivery of this Agreement by the Company and the Stockholders and the consummation by the Company and the Stockholders of the transactions contemplated by this Agreement will not (i) violate any provision of Seller's the certificate of incorporation or bylawsby-laws or similar organizational instrument of the Company, (ii) except as disclosed result in Schedule 3.1 (b), violate a violation of any provision of, or be an event that is ---------------- constitute a default (with or with the passage without notice or lapse --------------- of time will result intime) a violation ofunder, or result in the give rise to a right of termination, cancellation or acceleration of (or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Shares or any of its Affiliates the Company's assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease agreement or other instrument, or any judgment, injunction, order or decre to which the Company or any of the Stockholders is a party or by which it any of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of United States (federal, state or local) or foreign (federal, provincial or local) law, statute, ordinance, rule or regulation ("Law") or any kind order, writ, injunction, judgment, award, stipulation or character decree rendered by any Governmental Authority (as defined herein) ("Order") applicable to which Seller is subject, that, in the case of Company or any of clauses its material properties or assets or any of the Stockholders. (e) No consent, approval, order or authorization of, or registration, declaration or filing with (i) any Governmental Authority or (ii) any individual, corporation or other entity (including any holder of the Company's securities) is required by or with respect to the Company or any Stockholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws, applicable state "blue sky" laws, and the securities laws of any foreign country, (B) those set forth in Schedule 4.1(e), and (iii)C) such other consents, wouldauthorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, reasonably be expected to Adversely Affect have a Material Adverse Effect on the Business. This Agreement has been duly executed and delivered by Seller, and, assuming Business Condition of the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsCompany. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) The Seller is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware its organization and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by on behalf of the Seller with respect to the Business or the conduct of the Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, lack of such qualification would not, individually or in the aggregate, reasonably be expected to not have an Adverse Effect adverse effect on Sellerthe Acquired Assets or a material adverse effect on the Business. (b1) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conductedincluding the Acquired Assets, to execute and deliver this Agreement the Transactional Documents, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement the Transactional Documents, the performance of Seller’s obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller and its Board of Directors (or similar body under the loans if its jurisdiction) and no other proceedings or actions on the part of Seller, its Board of Directors or stockholders are necessary therefore. The execution, delivery delivery, and performance of this Agreement the Transactional Documents and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of Seller's ’s or its Affiliate’s certificate of incorporation or bylawsbylaws (or similar governing instruments with different names), (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time or giving of notice will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired AssetsAssets pursuant to, pursuant to any Contract or Order to which Seller or any of its Affiliates is a party or by which it is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller or any of its Affiliates is subject, that, in the case of or (iv) violate any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected Law applicable to Adversely Affect the BusinessSeller. This Agreement has been and the other Transactional Documents to be executed by Seller as of the Closing Date will be, duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes Seller and will constitute the legal, valid valid, and binding obligation obligations of Seller, enforceable against Seller in accordance with its their terms, except to the extent enforceability may be subject to bankruptcy, insolvency, reorganization and similar laws of relating to or affecting creditors’ rights generally, and except to the extent applicable laws may limit the enforceability of the Non-Compete Agreement. (2) Each Representing Shareholder represents and warrants to Buyer that this Agreement has been, and the other Transactional Documents to be executed by such Representing Shareholder as of the Closing Date, will be, duly executed and delivered by each Representing Shareholder and will constitute the legal, valid, and binding obligations of such Representing Shareholder, enforceable against such Representing Shareholder in accordance with their terms, except to the extent enforceability may be subject to bankruptcy, insolvency, reorganization and similar laws of relating to or affecting creditors’ rights generally, and except to the extent applicable laws may limit the enforceability of the non-compete provisions in the Consulting Agreements. (c) Except Seller’s Affiliates. Attached hereto as Schedule 3.2(c) is a list of all Affiliates of the Seller. (d) Shareholders. Attached hereto as Schedule 3.2(d) is a list of all shareholders of Seller. (e) Employees with Access to the Source Code of the Software. Attached hereto as Schedule 3.2(e) is a list of all employees of the Seller who have ever been granted any access to, designed, developed, compiled, de-compiled, copied, modified, or otherwise provided engineered in this Agreementany manner whatsoever the source code of the Software or any component, at string or module thereof. All such employees have signed proprietary rights and inventions agreements pursuant to which such employees are legally obligated to maintain, in strict confidence the Software and pursuant to which such employees have assigned any and all right, title and interest (including any and all moral rights) of their work product directly or indirectly related to the Software to DVE (as defined in Section 3.3). DVE, in turn, has properly and lawfully assigned to Seller all of its right, title, and interest in and to the Software and all additional works of its employees that are directly or indirectly related to the Software. No Person, other than the employees identified on Schedule 3.2(e) and the Representing Shareholders, has ever been granted access to, designed, developed, compiled, de-compiled, copied, modified, or otherwise engineered in any manner whatsoever the source code of the Software or any component, string or module thereof. At and after the Closing, Seller no Person, including without limitation, the Seller, any Affiliate of the Seller, the Representing Shareholders, or any of the employees identified on Schedule 3.2(e), will deliver to Buyer good title retain any copy or derivative of the source code to the Acquired Assets free and clear of all LiensSoftware, or any component, string or module thereof, except Permitted Liensfor the Buyer, who shall, as of the Closing, take the sole and exclusive possession, ownership and control of the same.

Incorporation; Authorization; Etc. (a) Seller Sunburst is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State Massachusetts. Sunburst has all requisite corporate power and authority to own all of Delaware its properties and assets and to carry on its business as it is now being conducted. Sunburst is duly qualified to transact do business as a foreign corporation and is in good standing in each jurisdiction in which where the character of the property owned or leased by it or the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualifiedits activities makes such qualification necessary, except for those jurisdictions where the failure to be in good standing or to be duly so qualified to transact business, would not, individually or in the aggregate, reasonably be expected have a material adverse effect. Sunburst has heretofore delivered to have an Adverse Effect on Sellerthe Trust true and complete copies of the corporate charter and bylaws of Sunburst as currently in effect. (b) Seller Chase is a corporation duly incorporated, validly existing and in good standing under the laws of Massachusetts. Chase has all requisite corporate power and authority to own the all of its properties and assets employed by Sellerassets, to carry on Seller's its business as it is now being conducted, to execute and deliver this Agreement conducted and to consummate the transactions contemplated hereby by Seller. enter into this Agreement. (c) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The executionRelated Agreements does not, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of Seller's certificate Chase’s Articles of incorporation Organization or bylawsBy-laws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (is, or with the passage of time will result in) , a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest or encumbrance of any kind in the Sunburst Shares or in any of the Acquired Assets, Sunburst’s assets or properties pursuant to any Contract mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or Order decree to which Seller Sunburst or any of its Affiliates Chase is a party or by which it either of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Sunburst or Chase is subject, that, in the case or (iv) give rise to a loss of any benefit to which Sunburst is entitled under any provision of clauses any agreement or instrument binding upon Sunburst or Chase or by which any of the assets of Sunburst may be bound, except as may appropriately result from the transactions contemplated hereby such as Sunburst’s debt restructuring. (iid) The execution, delivery and (iii)performance by Chase of this Agreement and the Related Agreements, wouldand the consummation by Chase of the transactions contemplated hereby and thereby, individually or in are within the aggregate, reasonably be expected to Adversely Affect Chase’s corporate powers and have been duly authorized by all necessary corporate action on the Businesspart of Chase. This Each of this Agreement and each Related Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement Chase and constitutes the legal, a valid and binding obligation agreement of SellerChase, enforceable against Seller in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller Washington. Buyer has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement Agreement, the performance of Buyer's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of Buyer and no other corporate proceedings or actions on the part of SellerBuyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate the charter or bylaws or similar organizational instrument of incorporation Buyer or bylawsany of its affiliates, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Buyer's or any of its Affiliates affiliates' assets or properties pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Buyer or any of its affiliates is a party or by which it Buyer or any of its affiliates is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Buyer or any of its affiliates is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect (x) have a material adverse effect on the BusinessBusiness Condition of the Robotic Tape Business of Buyer and its subsidiaries, taken as a whole, (y) materially impair Buyer's ability to perform its obligations under this Agreement, or (z) prevent or materially delay the consummation of the Acquisition. This Agreement has been duly executed and delivered by SellerBuyer, and, assuming the due execution hereof by BuyerSeller, this Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller The Company is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State state of Delaware Delaware. The Company is duly authorized to conduct business as a foreign corporation and is duly qualified to transact business in good standing in each jurisdiction in which the property owned, leased or operated by the Company, or the nature of property leased the business conducted by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller Company makes such qualification necessary. The Company has all requisite corporate power and authority to own or use the properties and assets employed by Seller, that it purports to carry on Seller's own or use and to conduct its business as it is now being conducted. The Company has delivered to Investor true and complete copies of the Certificate of Incorporation and the bylaws of the Company (as amended to date). The Company has full power and authority, to execute and deliver this Agreement and the Ancillary Agreements to Investor and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate of incorporation or bylaws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller or any of its Affiliates is a party or by which it is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the BusinessCompany. This Agreement has been been, and when executed and delivered the Ancillary Agreements to which each of them is are a party will be, duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes Company and constitute and will constitute the legal, valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its their terms. , except (ci) Except as otherwise provided in this Agreementlimited by applicable bankruptcy, at the Closinginsolvency, Seller will deliver to Buyer good title reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the Acquired Assets free and clear effects of all Liensgeneral equitable principles, except Permitted Liensincluding the availability of specific performance, injunctive relief or other equitable remedies.

Incorporation; Authorization; Etc. (a) Seller Each of SCGI, Purchaser and SCGI's subsidiaries has been duly organized, is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation. Each of SCGI, Purchaser and SCGI's subsidiaries has full corporate power and authority to own its properties and assets and to conduct its business as it is now being conducted and is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its busi- ness requires it to be so qualified, except where the failure to be in good standing or to be duly so qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an SCGI Material Adverse Effect on SellerEffect. (b) Seller Each of SCGI and Purchaser has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement by SCGI and Purchaser, the performance by SCGI and Purchaser of their obligations hereunder and the consummation by SCGI and Purchaser of the transactions contemplated hereby have been duly and validly authorized by all necessary the respective Boards of Directors of SCGI and Purchaser and, except for (i) obtaining the Required SCGI Vote for the issuance of the Purchase Price Shares pursuant hereto (the "SCGI SHARE ISSUANCE") and (ii) the filing of articles supplementary with the Maryland State Department of Assessments and Taxation in connection with the Charter Amendment, no other corporate proceedings proceeding or action on the part of Seller. SCGI or Purchaser or their respective Boards of Directors and stockholders are necessary therefor. (c) The execution, delivery and performance of this Agreement by SCGI and the consummation of the transactions contemplated hereby Purchaser will not (i) (assuming the Charter Amendment has become effective), violate or conflict with any provision of Sellerthe respective charters (or similar organizational documents) of SCGI, Purchaser and SCGI's certificate of incorporation or bylawssubsidiaries, (ii) except as disclosed set forth in Schedule 3.1 (b)Section 4.1(c) of the SCGI Disclosure Schedule, conflict with, violate or constitute a default under any provision of, or be an event that is ---------------- (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to Purchase Price Shares or any Contract of the assets or Order to which Seller properties of SCGI or any of its Affiliates subsidiaries pursuant to, or require a consent or create a penalty or increase SCGI's or any such subsidiary's payment or performance obligations under, any material mortgage, lien, lease, instrument, order, arbitration award, judgment or decree, or any material contract, agreement, license or permit, to which SCGI or any of its subsidiaries is a party or by which it any of them or any of their property is bound, or (iii) except as listed on Schedule 3.1(b)assuming that all consents, approvals, authorizations and other actions described in Section 4.7 have been obtained and all filings and obligations set forth in Section 4.7 have been made, violate or conflict with in any material respect, or result in the imposition of any material lien upon any of the Purchase Price Shares or any of the assets or properties of SCGI and its subsidiaries pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any Governmental Authority or any other --------------- material restriction of any kind or character to which Seller is subject, that, in the case of SCGI or any of clauses (ii) and (iii), would, individually its subsidiaries is or in the aggregate, reasonably may be expected to Adversely Affect the Businesssubject or by which any of them or any of their property is or may be bound. This Agreement has been duly executed and delivered by SellerSCGI and Purchaser, and, assuming the due execution hereof by BuyerUSRealty, this Agreement constitutes the legal, valid and binding obligation of SellerSCGI and Purchaser, enforceable against Seller SCGI and Purchaser in accordance with its terms, except as may be limited or otherwise affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws affecting the rights of creditors generally and principles of equity, whether considered at law or in equity, including concepts of materiality, reasonableness, public policy and unconscionability. (cd) Except Upon consummation of the Equity Purchase at the Purchase and Sale Closing, as otherwise provided in contemplated by this Agreement, at the Closing, Seller Purchaser will deliver to Buyer USRealty good and valid title to the Acquired Assets Purchase Price Shares, free and clear of all Liensany liens, claims, charges, security interests, options or other legal or equitable encumbrances or other rights of third parties (except Permitted Liensthose imposed by any action taken or arrangement made by USRealty or any of its subsidiaries). (e) SCGI has made available to USRealty complete and correct copies of the charters (or similar instruments), as amended to date, of SCGI and each of its subsidiaries, and has made available to USRealty the corporate minute books containing the records of meetings of the stockholders and boards of directors of SCGI and each of its subsidiaries. None of SCGI, Purchaser or SCGI's subsidiaries is in default under or in violation of any provision of its charter (or similar instruments).

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Maryland. Buyer (1) has all requisite power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business its business requires it to be so qualified, qualified except where the failure to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected have a material adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole. Buyer has heretofore delivered or made available to have an Adverse Effect the Stockholder complete and correct copies of its certificate of incorporation and by-laws as in effect on Sellerthe date hereof. (b) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no additional proceedings (corporate or otherwise) on the part of Buyer or its Stockholder are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and, assuming the due execution and delivery thereof by the Company and the Stockholder, constitutes the legal, valid and binding obligation of, Buyer and is enforceable against Buyer in accordance with its terms. (c) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not (i1) violate any provision of Seller's the certificate of incorporation or bylawsby-laws or similar organizational instrument of Buyer or any of its material Subsidiaries, (ii2) except as disclosed result in Schedule 3.1 (b), violate a violation of any provision of, or be an event that is ---------------- constitute a default (with or with the passage without notice or lapse of time will result intime) a violation ofunder, or result in the give rise to a right of termination, cancellation or acceleration of (or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) Liens upon or the creation of a security interest in any of the Acquired AssetsBuyer's or its Subsidiaries' assets or properties pursuant to, pursuant to any Contract note, bond, debt instrument, mortgage, indenture, lien, lease, agreement or Order other instrument, or any judgment, injunction, order or decree to which Seller or any of its Affiliates Buyer is a party or by which it any of them is bound, or (iii3) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind Law or character Order applicable to which Seller is subjectBuyer , thatexcept, in the case of any of clauses (ii2) and (iii3), wouldfor any such violations, defaults, rights or restrictions that would not, individually or in the aggregate, reasonably be expected (A) have a material adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole, (B) an adverse effect on the value of the Buyer Shares or (C) on adverse effect on the ability of Buyer to Adversely Affect consummate the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsStock Exchange. (cd) Except as otherwise provided in this AgreementNo consent, at the Closingapproval, Seller will deliver order or authorization of, or registration, declaration or filing with (1) any Governmental Authority or (2) any individual, corporation or other entity (including any holder of Buyer's securities) is required by or with respect to Buyer good title in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws (including an order of effectiveness with respect to the Acquired Assets free Registration Statement), applicable state "blue sky" laws, and clear the securities laws of all Liensany foreign country, except Permitted Liensand (B) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have (i) a material adverse effect on the Business Condition of Buyer and its Subsidiaries, taken as a whole or (ii) an adverse effect on the value of the Buyer Shares.

Incorporation; Authorization; Etc. (a) Seller Each of Holdings and the Holdings Subsidiaries has been duly organized and is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State jurisdiction of Delaware its incorporation. Each of Holdings and the Holdings Subsidiaries has full corporate power and authority to own its properties and assets and to conduct its business as it is now being conducted and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing so qualified or to be duly have such power or authority would not have a Holdings Material Adverse Effect. Each jurisdiction in which Holdings or any of the Holdings Subsidiaries is qualified to transact business, would not, individually or do business is set forth in Section 3.1(a) of the aggregate, reasonably be expected to have an Adverse Effect on SellerUSRealty Disclosure Schedule. (b) Seller USRealty has all requisite been duly organized and is validly existing under the laws of Luxembourg. (c) USRealty has full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement by USRealty, the performance by USRealty of its obligations hereunder and the consummation by USRealty of the transactions contemplated hereby have been duly and validly authorized by all necessary the USRealty Board and, except for obtaining the USRealty Stockholders Approval, no other corporate proceedings proceeding or action on the part of Seller. USRealty, the USRealty Board or the stockholders of USRealty is necessary therefor. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by USRealty will not (i) violate or conflict with any provision of Seller's certificate the respective articles of incorporation of USRealty or bylawsHoldings, (ii) except as disclosed set forth in Schedule 3.1 (b)Section 3.1(d) of the USRealty Disclosure Schedule, conflict with, violate or constitute a default under any provision of, or be an event that is ---------------- (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Holdings Shares or any of its Affiliates the assets or properties of Holdings or any of the Holdings Subsidiaries pursuant to, or require a consent or create a penalty or increase Holdings' or any Holdings Subsidiary's payment or performance obligations under, any mortgage, lien, lease, instrument, order, arbitration award, judgment or decree, or any contract, agreement, license or permit, to which USRealty, Holdings or any Holdings Subsidiary is a party or by which it any of them or any of their property is bound, other than as would not, individually or in the aggregate, have a Holdings Material Adverse Effect or materially delay the consummation of the Equity Purchase and the transactions contemplated by the Plan of Liquidation or (iii) except as listed on Schedule 3.1(b)assuming that all consents, approvals, authorizations and other actions described in Section 3.7(b) have been obtained and all filings and obligations set forth in Section 3.7(b) have been made, violate or conflict with, or result in the imposition of any lien (other than liens arising from any actions taken or arrangements made by SCGI or any of its subsidiaries) upon any of the Holdings Shares, or any of the assets or properties of Holdings or any Holdings Subsidiary pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any federal, state, local, foreign, supernational or supranational court or tribunal (including any court or tribunal dealing with labor matters), governmental, regulatory or administrative agency, department, bureau, authority or commission or arbitral panel ("GOVERNMENTAL AUTHORITY") or any other --------------- material restriction of any kind or character to which Seller USRealty, Holdings or any Holdings Subsidiary is subject, that, in the case of or may be subject or by which any of clauses (ii) them or any of their property is or may be bound, other than violations, conflicts, liens and (iii), wouldrestrictions that would not, individually or in the aggregate, reasonably be expected to Adversely Affect have a Holdings Material Adverse Effect or materially delay the Businessconsummation of the Equity Purchase and the transactions contemplated by the Plan of Liquidation. This Agreement has been duly executed and delivered by SellerUSRealty, and, assuming the due execution hereof by BuyerSCGI and Purchaser, this Agreement constitutes the legal, valid and binding obligation of Seller, USRealty enforceable against Seller USRealty in accordance with its terms, except as may be limited or otherwise affected by Luxembourg laws relating to the collective procedures of undertaking of collective investment. (ce) Except Upon consummation of the Equity Purchase at the Purchase and Sale Closing, as otherwise provided in contemplated by this Agreement, at the Closing, Seller USRealty will deliver to Buyer SCGI good and valid title to all of the Acquired Assets outstanding Holdings Shares that it owns, free and clear of any liens, claims, charges, security interests, options or other legal or equitable encumbrances or other rights of third parties (except those imposed by any action taken or arrangement made by SCGI or any of its subsidiaries). (f) USRealty has made available to SCGI complete and correct copies of the articles of incorporation (or similar instruments), as amended to date, of USRealty, Holdings and each of the Holdings Subsidiaries, and has made available to SCGI the corporate minute books containing the records of meetings of the stockholders and boards of directors, the stock certificate books and the stock record books of Holdings and the Holdings Subsidiaries. The stock record books of Holdings and the Holdings Subsidiaries which USRealty has made available to SCGI are complete and correct in all Liensmaterial respects and accurately reflect the ownership of all of the outstanding shares of Holdings' and the Holdings Subsidiaries' respective capital stock and all other securities issued by any of Holdings or the Holdings Subsidiaries. Neither Holdings nor any of the Holdings Subsidiaries is in default under or in violation of any provision of its articles of incorporation (or similar instruments). (g) The sale of the Holdings Shares pursuant hereto and the liquidation of USRealty pursuant to the Plan of Liquidation will not give rise to any material Tax for or to USRealty or Holdings in Luxembourg or any of its political subdivisions, except Permitted Liensother than Taxes, if any, arising from the transactions contemplated by Section 5.15.

Incorporation; Authorization; Etc. (a) Seller The Company and each Company Subsidiary is a --------------------------------- corporation corporation, limited liability company or other legal entity duly incorporatedorganized, validly existing and in good standing under the laws of the State state of Delaware its incorporation or formation, as applicable. The Company and each Company Subsidiary has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as currently conducted. Each of the Company and each Company Subsidiary is in good standing and is duly qualified as a foreign entity to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified would not constitute a Material Adverse Effect. Neither the Company nor any Company Subsidiary owns or controls, or has an option or outstanding offer to transact businessacquire, would notdirectly or indirectly, individually any interest in any other corporation, partnership, trust, joint venture, limited liability company, association or other business entity. Neither the Company nor any Company Subsidiary is a participant in any joint venture, partnership or similar arrangement. Schedule 4.1(a) lists each Company Subsidiary and its place of organization. A correct and complete list of the aggregate, reasonably be expected to have an Adverse Effect on Sellerdirectors and officers of the Company and each Company Subsidiary is set forth in Schedule 4.1(a). (b) Seller True and complete copies of (i) the certificate or articles of incorporation, (ii) bylaws, (iii) minutes of meetings, or written consents in lieu of meetings, of the stockholders, boards of directors and committees of the boards of directors, (iv) stock certificates and stock transfer ledgers and (v) other Organizational Documents (in each case, together with all amendments thereto) of the Company and the Company Subsidiaries have been delivered or made available to Parent. Neither the Company nor any of the Company Subsidiaries is in default under or in violation of any provision of its Organizational Documents. The minute books of the Company and the Company Subsidiaries previously made available to Parent contain, in all material respects, complete and accurate records of all meetings and accurately reflect, in all material respects, all other corporate action of the stockholders, board of directors and committees of the board of directors (or equivalent body) of the Company and the Company Subsidiaries. The stock certificate books and stock transfer ledgers of the Company and the Company Subsidiaries previously made available to Parent are true, correct and complete. At the Closing, the minute books of the Company and the Company Subsidiaries will be in the possession of the Company. (c) The Company has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The (i) affirmative vote or consent of the holders of a majority of the outstanding Company Capital Stock (on an as-converted to Company Common Stock basis) entitled to vote on the adoption of this Agreement on the record date chosen for purposes of determining the stockholders of the Company entitled to vote on the approval of this Agreement; (ii) affirmative vote or consent of the holders of a majority of the outstanding shares of Company Preferred Stock (voting on an as-converted basis as a single class), (iii) Catalyst Investors QP IV, L.P., (voting as a separate class) and (iv) either (A) the holders of a majority of outstanding shares of Series A Preferred Stock (voting as a separate class) or (B) the holders of a majority of the outstanding shares of Series B Preferred Stock (voting as a separate class), are the only votes of the holders of any Company Capital Stock necessary under the DGCL and/or the Charter to adopt this Agreement (collectively, the “Required Stockholder Vote”). The Written Consent, when executed and delivered, will satisfy all requirements for consents, votes or approvals by Sellerthe holders of any classes or series of Company Capital Stock necessary to approve and adopt, and consummate, this Agreement and the transactions contemplated hereby and thereby in accordance with the Charter and applicable Law. The execution and delivery by the Company of this Agreement and the Ancillary Agreements, the performance of the Company’s obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings or other action on the part of Sellerthe Company. This Agreement and each Ancillary Agreement to which the Company is a party has been duly executed and delivered by the Company and (assuming due execution by the other parties hereto and thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms, except, as to enforceability (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (B) that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. (d) The execution, delivery and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of Seller's certificate of incorporation or bylawsnot, (ii) except as disclosed in Schedule 3.1 (b)conflict with, violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration imposition or creation of an Encumbrance (other than a Permitted Encumbrance) upon, give rise to any obligation to provide notice or obtain consent under, result in any breach or violation of or entitle any Person to accelerate default under (whether after the giving of with or without notice or lapse of time time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any benefit under or in respect of (i) any obligation under, provision of the Organizational Documents of the Company or result in any Company Subsidiary; (ii) any Material Contract or Material Permit to which the imposition of Company or any Lien (except Permitted Liens) upon Company Subsidiary is a party or to which any of the Acquired Assets, pursuant to its properties or assets are bound; or (iii) any Contract Law or Order to which Seller the Company or the Company Subsidiary is subject, with the exception of the Company Approvals. (e) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any Company Subsidiary from any United States or foreign, federal, state, local or other governmental, administrative or regulatory authority, agency, bureau, commission, department or other governmental or administrative instrumentality, subdivision, court, arbitrator, tribunal or body (each, a “Governmental Authority”), in connection with the execution and delivery by the Company of its Affiliates is a party this Agreement, the Ancillary Agreements or by which it is boundthe consummation of the transactions contemplated hereby, except such filings or consents as may be required under (i) the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and (ii) from the Education Regulatory Authorities and (iii) except as listed on Schedule 3.1(bthe filing and recordation of the Certificate of Merger (collectively, the “Company Approvals”), violate or conflict with any other --------------- material restriction of any kind or character to which Seller is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller The Company is a --------------------------------- corporation professional service corporation, duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Maryland. The Company (1) has all requisite power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business its business requires it to be so qualified, qualified except where the failure to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected have a material adverse effect on the business, assets, results of operations, or financial condition (collectively, the "Business Condition") of the Company. The Company has heretofore delivered or made available to have an Adverse Effect Buyer complete and correct copies of its organizational documents as in effect on Sellerthe date hereof. (b) Seller Each of the Stockholders has all requisite corporate power full power, capacity and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate perform his obligations under this Agreement. This Agreement has been duly executed and delivered by and is the transactions contemplated hereby by Seller. The legal, valid and binding obligation of each of the Stockholders and, assuming the due execution and delivery of this Agreement and the consummation thereof by Buyer, is enforceable against each of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. Stockholders in accordance with its terms. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of the Company, and no additional proceedings (corporate or otherwise) on the part of any of the Stockholders of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by and, assuming the due execution and delivery thereof by Buyer, constitutes the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to general principles of equity. (d) Except as set forth in Schedule 2.1(d), the execution and delivery of this Agreement by the Company and the Stockholders and the consummation by the Company and the Stockholders of the transactions contemplated by this Agreement will not (i1) violate any provision of Seller's the certificate of incorporation or bylawsby-laws or similar organizational instrument of the Company, (ii2) except as disclosed result in Schedule 3.1 (b), violate a violation of any provision of, or be an event that is ---------------- constitute a default (with or with the passage without notice or lapse of time will result intime) a violation ofunder, or result in the give rise to a right of termination, cancellation or acceleration of (or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Shares or any of its Affiliates the Company's assets or properties pursuant to, any note, bond, debt instrument, mortgage, indenture, lien, lease, agreement or other instrument, or any judgment, injunction, order or decree to which the Company or any of the Stockholders is a party or by which it any of them is bound, or (iii3) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of United States (federal, state or local) or foreign (federal, provincial or local) law, statute, ordinance, rule or regulation ("Law") or any kind order, writ, injunction, judgment, award, stipulation or character decree rendered by any Governmental Authority (as defined herein) ("Order") applicable to which Seller is subject, that, in the case of Company or any of clauses (ii) and (iii)their material respective properties or assets or any of the Stockholders, wouldexcept for violations or conflicts, if any, that would not reasonably be expected, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on the Business. This Agreement has been duly executed Business Condition of the Company, (4) trigger the rights of the Company under any shareholder rights plan or similar arrangement or (5) restrict any business combination between the Buyer or any of its subsidiaries and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsCompany. (ce) Except as otherwise provided in this AgreementNo consent, at approval, order or authorization of, or registration, declaration or filing with (1) any Governmental Authority or (2) any individual, corporation or other entity (including any holder of the Closing, Seller will deliver to Buyer good title Company's securities) is required by or with respect to the Acquired Assets free Company or any Stockholder in connection with the execution and clear delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) satisfaction of all Liensinformation and waiting period requirements of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvement Act of 1976 and any regulations promulgated thereunder (the "HSR Act"), except Permitted Liensif any, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws , applicable state "blue sky" laws, and the securities laws of any foreign country, (C) those set forth in the Schedule 2.1(e), and (D) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely, individually or in the aggregate, to have a material adverse effect on the Business Condition of the Company.

Incorporation; Authorization; Etc. (a) Seller is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware. Seller (i) has all requisite corporate power to own its properties and assets and to carry on its business as it is now being conducted, and (ii) is in good standing and is duly qualified to transact business in each domestic jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an a Material Adverse Effect on SellerEffect. (b) Seller Schedule 3.1(b) sets forth a list of each Transferred Subsidiary, together with its jurisdiction of organization and its authorized and outstanding capital stock or other equity interests. Each such entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite corporate or similar power and authority to own the and operate its properties and assets employed by Seller, and to carry on Sellerits portion of the Business as presently conducted and is duly qualified to do business and is in good standing as a foreign corporation or other entity in each jurisdiction where the ownership or operation of its properties and assets or the conduct of its business requires such qualification, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, have a Material Adverse Effect. Seller has heretofore delivered to Buyer true, complete and correct copies of each such entity's business governing documents as it is now being conducted, in effect as of the date hereof. (c) Seller has full corporate power to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Sellerperform its obligations hereunder. The execution and delivery of this Agreement and the consummation performance of the transactions contemplated hereby Seller's obligations hereunder have been duly and validly authorized by all necessary corporate proceedings on the part of SellerSeller and no other corporate or stockholder proceedings or actions on the part of Seller or its Affiliates or any of their partners, boards of directors, or stockholders, as the case may be, are necessary therefor. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate of incorporation or bylawsby-laws, (ii) except as disclosed in Schedule 3.1 violate any provision of any Transferred Subsidiary's certificate of incorporation or by-laws or similar organizational instrument, (b), iii) violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired AssetsAssets or any of the Transferred Subsidiaries' assets or properties pursuant to, pursuant to any Contract mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment, injunction or Order decree to which Seller or any of its Affiliates is a party or by which it any of them is bound, or (iiiiv) except as listed on disclosed in Schedule 3.1(b3.9(a) or 3.9(b), violate or conflict with any statute, rule or regulation applicable to Seller or any of its Affiliates or any of their properties or assets or any other --------------- material restriction of any kind or character to which Seller or any of its Affiliates is subject, thatexcept, in the case of any of clauses (ii), (iii) and (iiiiv), wouldsuch violations as would not, individually or in the aggregate, reasonably be expected to Adversely Affect have a Material Adverse Effect or prevent or make unlawful the BusinessAsset Purchase. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution and delivery hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (cd) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver has all requisite power to transfer to Buyer good and marketable title to the Acquired Assets free and clear of all LiensEncumbrances, except for Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Each of the Company and the Subsidiaries has been duly organized and is a --------------------------------- corporation duly incorporated, validly existing and in good standing (to the extent such term is applicable) under the laws of the State jurisdiction of Delaware its incorporation. Each of the Company and the Subsidiaries has full corporate power and authority to own its properties and assets and to conduct its business as it is now being conducted and is in good standing (to the extent such term is applicable) and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly so qualified would not have a material adverse effect on the Company and the Subsidiaries, taken as a whole. Each jurisdiction in which the Company or any Subsidiary is qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect do business is set forth on SellerSchedule 3.1(a). (b) Seller has all requisite been duly organized, is validly existing and is in good standing under the laws of the British Virgin Islands. (c) Seller has full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement by Seller, the performance of Seller's obligations hereunder and the consummation by Seller of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. , and no other corporate proceeding or action on the part of Seller or its Board of Directors and stockholders is necessary therefor. (d) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller will not (i) violate or conflict with any provision of the memorandum of association or articles of association (or similar instruments) of any of Seller's certificate of incorporation , the Company or bylawsany Subsidiary, (ii) except as disclosed in set forth on Schedule 3.1 (b3.1(d), conflict with, violate or constitute a default under any provision of, or be an event that is ---------------- (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Shares or any of its Affiliates the assets or properties of the Company or any of the Subsidiaries pursuant to, or require a consent or create a penalty or increase the Company's or any Subsidiary's payment or performance obligations under, any material mortgage, lien, lease, instrument, order, arbitration award, judgment or decree, or any material contract, agreement, license or permit, to which Seller, the Company or any Subsidiary is a party or by which it any of them or any of their property is bound, or (iii) except as listed on Schedule 3.1(b)assuming that all consents, approvals, authorizations and other actions described in Section 3.7(b) have been obtained and all filings and obligations set forth in Section 3.7(b) have been made, violate or conflict with in any material respect, or result in the imposition of any material lien (other than liens arising from any actions taken or arrangements made by Parent or any of its subsidiaries) upon any of the Shares, or any of the assets or properties of the Company or any Subsidiary pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any federal, state, local, foreign, supernational or supranational court or tribunal (including any court or tribunal dealing with labor matters), governmental, regulatory or administrative agency, department, bureau, authority or commission or arbitral panel ("GOVERNMENTAL AUTHORITY") or any other --------------- material restriction of any kind or character to which Seller Seller, the Company or any Subsidiary is subject, that, in the case of or may be subject or by which any of clauses (ii) and (iii), would, individually them or in the aggregate, reasonably any of their property is or may be expected to Adversely Affect the Businessbound. This Agreement has been duly executed and delivered by Seller, Seller and, assuming the due execution hereof by BuyerParent and THEH, this Agreement constitutes the legal, valid and binding obligation obligations of Seller, Seller enforceable against Seller in accordance with its termsterms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). (ce) Except as otherwise provided in this Agreement, Upon consummation of the Stock Purchase at the Closing, as contemplated by this Agreement, Seller will deliver to Buyer THEH good and valid title to all of the Acquired Assets outstanding Shares free and clear of any liens, claims, charges, security interests, options or other legal or equitable encumbrances or other rights of third parties (except those imposed by the United States federal securities laws or any action taken or arrangement made by Parent or any of its subsidiaries). (f) Seller has made available to THEH complete and correct copies of the memorandum of association and articles of association (or similar instruments), as amended to date, of Seller, the Company and each of the Subsidiaries, and has made available to THEH the corporate minute books containing the records of meetings of the stockholders and boards of directors, the stock certificate books and the stock record books of the Company and the Subsidiaries. The stock record books of the Company and the Subsidiaries which Seller has made available to THEH are complete and correct in all Liensrespects and accurately reflect the ownership of all of the outstanding shares of the Company's and the Subsidiaries' respective capital stock and all other securities issued by the Company or any of the Subsidiaries. All material corporate actions taken by the Company and the Subsidiaries since their respective organization and incorporation have been duly authorized and subsequently ratified as necessary. Neither the Company nor any of the Subsidiaries is in default under or in violation of any provision of its articles of incorporation, except Permitted Liensbylaws or similar instruments.

Incorporation; Authorization; Etc. (a) Seller Each Vectura Party is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization. Each Vectura Party Subsidiary is duly organized, validly existing and in good standing under the State laws of Delaware its jurisdiction of organization, except as would not have a material adverse effect on the Vectura Parties. Each Vectura Party and each Vectura Party Subsidiary (i) has all requisite power to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each domestic and foreign jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, reasonably have a material adverse effect on the Vectura Parties. Attached to Schedule 4.1 is a true and complete list of all Vectura Party Subsidiaries as of the date hereof (noting the ownership of each Vectura Party and each Vectura Party Subsidiary, noting which of such Subsidiaries will not be expected Subsidiaries of ACL Holdings following the Closing Date, noting the jurisdiction of organization of each Vectura Party and each Vectura Party Subsidiary and noting all domestic and foreign jurisdictions in which any Vectura Party and each Vectura Party Subsidiary is qualified to have an Adverse Effect on Sellertransact business). (b) Seller Each Vectura Party has all requisite corporate full power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Sellerperform its obligations hereunder. The execution and delivery of this Agreement and the consummation performance of the transactions contemplated hereby each Vectura Party's obligations hereunder have been duly and validly authorized by all necessary corporate proceedings on the part of Sellersuch Vectura Party and no other proceedings or actions on the part of such Vectura Party, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance by each Vectura Party of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Sellersuch Vectura Party's certificate Certificate of incorporation Incorporation or bylawsBy-laws or other organizational documents, (ii) except as disclosed in Schedule 3.1 (b)4.1, violate any provision of, or be an event that is ---------------- (or with notice or the passage of time or both will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien lien, pledge or encumbrance upon or the creation of a security interest in the assets or properties of any Vectura Party or its Subsidiaries pursuant to, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment, injunction, decree, permit or Vectura "employee benefit plan" (except Permitted Liensas defined in Section 3(3) upon any of the Acquired Assets, pursuant to any Contract or Order ERISA) to which Seller any Vectura Party or any of its Affiliates Subsidiary is a party or by which it any Vectura Party or its Subsidiary is bound, or bound and (iii) except as listed on disclosed in Schedule 3.1(b)4.8, violate or conflict with any statute, rule or regulation applicable to any Vectura Party or its Subsidiary or any of its properties or assets or any other --------------- material restriction of any kind or character to which Seller any Vectura Party or its Subsidiary is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on the BusinessVectura Parties or would prevent the consummation of the Recapitalization Transactions. This Agreement has been duly executed and delivered by Seller, each Vectura Party and, assuming the due execution and delivery hereof by BuyerCSX, this Agreement constitutes the legal, valid and binding obligation of Sellereach Vectura Party, enforceable against Seller in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.enforceable

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Maryland. Buyer (1) has all requisite power and authority to own all of its properties and assets and to carry on its business as it is now being conducted, and (2) is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business its business requires it to be so qualified, qualified except where the failure to be in good standing or to be duly licensed, authorized or qualified to transact business, would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected have a material adverse effect on the Business Condition of Buyer. Buyer has heretofore delivered or made available to have an Adverse Effect the Stockholders complete and correct copies of its certificate of incorporation and by-laws as in effect on Sellerthe date hereof. (b) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer, and no additional proceedings (corporate or otherwise) on the part of Buyer or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and, assuming the due execution and delivery thereof by the Company and the Stockholders, constitutes the legal, valid and binding obligation of, Buyer and is enforceable against Buyer in accordance with its terms, subject to general principles of equity. (c) The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not (i1) violate any provision of Seller's the certificate of incorporation or bylawsby-laws or similar organizational instrument of Buyer, (ii2) except as disclosed result in Schedule 3.1 (b), violate a violation of any provision of, or be an event that is ---------------- constitute a default (with or with the passage without notice or lapse of time will result intime) a violation ofunder, or result in the give rise to a right of termination, cancellation or acceleration of (or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired AssetsBuyer's assets or properties pursuant to, pursuant to any Contract note, bond, debt instrument, mortgage, indenture, lien, lease, agreement or Order other instrument, or any judgment, injunction, order or decree to which Seller Buyer or any of its Affiliates is a party or by which it any of them is bound, or (iii3) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind Law or character Order applicable to which Seller is subjectBuyer, thatexcept, in the case of any of clauses (ii2) and (iii3), wouldfor any such violations, defaults, rights or restrictions that would not, individually or in the aggregate, reasonably be expected to Adversely Affect (A) have a material adverse effect on the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Business Condition of Buyer, this Agreement constitutes (B) an adverse effect on the legal, valid and binding obligation value of Seller, enforceable against Seller in accordance with its termsthe Buyer Shares or (C) on adverse effect on the ability of Buyer to consummate the Stock Exchange. (cd) Except as otherwise provided in this AgreementNo consent, at the Closingapproval, Seller will deliver order or authorization of, or registration, declaration or filing with (1) any Governmental Authority or (2) any individual, corporation or other entity (including any holder of Buyer's securities) is required by or with respect to Buyer good title in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (A) satisfaction of all information and waiting period requirements of the HSR Act and any regulations promulgated thereunder, (B) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under federal securities laws (including an order of effectiveness with respect to the Acquired Assets free Registration Statement), applicable state "blue sky" laws, and clear the securities laws of all Liensany foreign country, except Permitted Liensand (C) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, would not be reasonably likely to have (i) a material adverse effect on the Business Condition of Buyer, or (ii) an adverse effect on the value of the Buyer Shares.

Incorporation; Authorization; Etc. (a) Seller Purchaser is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller Delaware. Purchaser has all requisite corporate power and authority to own the own, lease, and operate its properties and assets employed by Seller, and to carry on Seller's its business as it is now being conducted, . Purchaser is not in default under or in violation of any provision of its organizational documents. (b) Purchaser has all requisite corporate power and authority to execute and deliver this Agreement the Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement the Transaction Agreements to which Purchaser is a party, the performance of Purchaser’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Board of Directors of Purchaser and no other corporate proceedings proceeding or action on the part of SellerPurchaser, the Board of Directors of Purchaser or the stockholders of Purchaser are necessary therefor. The Transaction Agreements to which Purchaser is a party have been duly executed and delivered by Purchaser and (assuming due execution by the other parties thereto) constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms. (c) The execution, delivery and performance of this Agreement the Transaction Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of Seller's certificate of incorporation or bylawsnot, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any obligation underconflict with, or result in the imposition of an Encumbrance upon, or result in any Lien breach or violation of or default under (except Permitted Lienswith or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of ay benefit under or in respect of (i) upon any provision of the organizational documents of Purchaser, (ii) any Contract to which Purchaser is a party or to which any of the Acquired Assets, pursuant to its properties or assets are bound or (iii) any Contract Law or Order to which Seller or any of its Affiliates is a party or by which it is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Purchaser is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (cd) Except as otherwise provided No registrations, filings, applications, notices, consents, approvals, orders, qualifications or waivers are required to be made, filed, given or obtained by Purchaser with, to or from any Person, including any Governmental Authority, in this Agreement, at connection with the Closing, Seller will deliver to Buyer good title to execution and delivery of the Acquired Assets free Transaction Agreements or the consummation of the transactions contemplated hereby and clear of all Liens, except Permitted Liensthereby.

Incorporation; Authorization; Etc. (a) Seller Each of Parent and THEH has been duly incorporated and is a --------------------------------- corporation duly incorporated, validly existing and as a company limited by shares in good standing under the laws of the State of Delaware British Virgin Islands. THEH has full corporate power and authority to own its property and to conduct its business as it is now being conducted and is duly qualified as a foreign corporation to transact business and is in good standing (to the extent such term is applicable) in each jurisdiction in which the nature conduct of its business or ownership or leasing of property leased by the Seller with respect requires such qualification, except to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where extent that the failure to be so qualified or in good standing or to be duly qualified to transact businesswould not have a material adverse effect on Parent and its subsidiaries, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller taken as a whole. Each of Parent and THEH has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement by Parent and THEH and the performance by Parent and THEH of their respective obligations hereunder and the consummation of the transactions contemplated hereby by Parent and THEH have been duly and validly authorized by all necessary the Board of Directors of Parent and THEH, as applicable, and no other corporate proceedings on the part of Seller. Parent or THEH or their respective Boards of Directors or stockholders are necessary therefor. (b) The execution, delivery and performance by Parent and THEH of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate or conflict with any provision of Seller's certificate the memorandum of incorporation association or bylawsarticles of association (or similar instruments) of Parent or THEH, (ii) except as disclosed in Schedule 3.1 (b)conflict with, violate or constitute a default under any provision of, or be an event that is ---------------- (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assetsassets or properties of Parent or its subsidiaries pursuant to, pursuant to any Contract or Order to which Seller require a consent or create a penalty or increase Parent's or any of its Affiliates subsidiary's payment or performance obligations under, any mortgage, lien, lease, instrument, order, arbitration award, judgment or decree, or any contract, agreement, license or permit, to which Parent or any of its subsidiaries is a party or by which it any of them or any of their property is bound, or (iii) except as listed on Schedule 3.1(b)assuming that all consents, approvals, authorizations and other actions described in Section 4.2 have been obtained and all filings and obligations set forth in Section 4.2 have been made, violate or conflict with with, or result in the imposition of any lien (other than liens arising from any actions taken or arrangements made by any Seller Affiliate) upon any of the assets or properties of Parent or any of its subsidiaries pursuant to, any provision of law, regulation, rule, writ, injunction, decree, statute, order, judgment or ruling of any Governmental Authority or any other --------------- material restriction of any kind or character to which Seller Parent or any of its subsidiaries is subject, thator may be subject or by which any of them or any of their property is or may be bound except, in the case of any of clauses (ii) and or (iii)) for such conflicts, wouldviolations, defaults, accelerations or liens which would not, individually or in the aggregate, reasonably be expected have a material adverse effect on Parent and its subsidiaries taken as a whole or on the ability of Parent and THEH to Adversely Affect consummate the BusinessStock Purchase and the other transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller, Parent and THEH and, assuming the due execution hereof by BuyerSeller, this Agreement constitutes the legal, valid and binding obligation obligations of Seller, Parent and THEH enforceable against Seller such parties in accordance with its termsterms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity). (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Each of ▇▇▇▇ and MergeCo ---------------------------------- is a --------------------------------- corporation duly incorporated, organized and validly existing and limited liability company in good standing under the laws of the State of Delaware Delaware. Each of ▇▇▇▇ and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller MergeCo has all requisite power (corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, other) to execute and deliver this Agreement and all other agreements contemplated hereby to which Bain and/or MergeCo is a party, to perform ▇▇▇▇'▇ and/or MergeCo's obligations hereunder and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement Agreement, all other agreements contemplated hereby to which Bain and/or MergeCo is a party, the performance of ▇▇▇▇'▇ and/or MergeCo's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the Managers of Bain and/or MergeCo and by the sole Member of MergeCo and no other corporate proceedings or actions on the part of SellerBain and/or MergeCo, their respective Managers or Members are necessary therefor. The execution, delivery and performance of this Agreement Agreement, all other agreements contemplated hereby to which Bain and/or MergeCo is a party and the consummation of the transactions contemplated hereby and thereby will not (i) violate any provision of Seller's certificate the Certificate of incorporation Formation or bylawsOperating Agreement or similar organizational documents of Bain and/or MergeCo or any of their respective Affiliates, (ii) except as disclosed violate, conflict with, result in Schedule 3.1 (b), violate a breach of or default under any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, a conflict with, or a breach of or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon or the creation of a security interest in any of the Acquired Assets▇▇▇▇'▇ and/or MergeCo's or any of their respective Affiliates' assets or properties pursuant to, pursuant to any Contract or Order to which Seller Bain and/or MergeCo or any of its their respective Affiliates is a party or by which it Bain and/or MergeCo or any of their respective Affiliates is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction or License of any kind or character to which Seller Bain and/or MergeCo or any of their respective Affiliates is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect have an Adverse Effect on Bain and/or MergeCo or Bain and/or MergeCo and their subsidiaries, taken as a whole, or, after giving effect to the BusinessMerger, the Company. This Agreement has been duly executed and delivered by SellerBain and MergeCo, and, assuming the due execution hereof by BuyerRaytheon and the Company, this Agreement constitutes the legal, valid and binding obligation of SellerBain and of MergeCo, enforceable against Seller each of Bain and MergeCo in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller The Company is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization. Each of the Subsidiaries of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and each of its Subsidiaries has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. Each of the Company and each of its Subsidiaries is in good standing and is duly qualified as a foreign entity to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, qualified except where the failure to be in good standing or to be duly qualified to transact business, would notsuch lack of qualifications, individually or in the aggregate, have not or would not reasonably be expected to have an a Materially Adverse Effect on SellerEffect. (b) Seller True and complete copies of (i) the certificate or articles of incorporation, (ii) bylaws, (iii) minutes of meetings, or written consents in lieu of meetings, of the stockholders, boards of directors and committees of the boards of directors, (iv) stock certificates and stock transfer ledgers and (v) other organizational documents (in each case, together with all amendments thereto) of the Company and each of its Subsidiaries have been delivered or made available to Parent. Neither the Company nor any of the Company’s Subsidiaries is in default under or in violation of any provision of its organizational documents. The minute books of the Company and each of its Subsidiaries previously made available to Parent contain, in all material respects, complete and accurate records of all meetings held in 2011 and accurately reflect, in all material respects, all other corporate action of the stockholders, boards of directors and committees of the boards of directors of the Company and its Subsidiaries taken in 2011. (c) The Company has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and the other agreements and documents to be delivered by the Company in connection with this Agreement (collectively, the “Ancillary Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement and the Ancillary Agreements, the performance of the Company’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate proceedings or other action on the part of Sellerthe Company. The This Agreement and each Ancillary Agreement to which the Company is a party has been duly executed and delivered by the Company and (assuming due execution by the other parties hereto and thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms. (d) Except as set forth in Schedule 4.1(d), the execution, delivery and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not not, conflict with, result in the imposition or creation of a material Encumbrance upon, result in any material breach or violation of or material default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, modification or acceleration, or any obligation or loss of any material benefit under or in respect of (i) violate any provision of Seller's the certificate of incorporation or bylaws, or similar organizational documents, of the Company or any of its Subsidiaries; (ii) except as disclosed in Schedule 3.1 any Material Contract, Permit or Regulatory Approval to which the Company or any of its Subsidiaries is a party or to which any of their respective properties or assets are bound; or (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or bothiii) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract Law or Order to which Seller the Company or any of its Affiliates Subsidiaries is subject. (e) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Subsidiaries with, to or from any United States or foreign, federal, state, local or other governmental, administrative or regulatory authority, agency, bureau, commission, department or other governmental or administrative instrumentality, subdivision, court, arbitrator, tribunal or body (each, a party “Governmental Authority”), in connection with the execution and delivery of this Agreement or by which it is boundthe consummation of the transactions contemplated hereby, or except (i) as set forth on Schedule 4.1(e) (collectively with the approvals listed on Schedule 4.1(d), the “Company Approvals”), (ii) filings under the HSR Act, (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction the filing and recordation of any kind or character to which Seller is subject, that, in the case Certificate of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsMerger. (cf) Except Attached as otherwise provided Exhibit F is an accurate and complete copy of a voting agreement executed by ▇▇. ▇▇▇▇ (which voting agreement has not been amended or modified since its date of execution), pursuant to which ▇▇. ▇▇▇▇ has agreed to vote all of his direct and indirect shares of Company Common Stock in favor of adoption of this Agreement, on the terms and subject to the conditions contained in this Agreement. The agreements of ▇▇. ▇▇▇▇ contained therein are sufficient to approve this Agreement, at the ClosingAncillary Agreements, Seller will deliver to Buyer good title to the Acquired Assets free Merger and clear of all Liens, except Permitted Liensthe other transactions contemplated hereby and thereby.

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller Virginia. Buyer has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by Sellerand thereby. The execution and delivery of this Agreement and the consummation each of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on Ancillary Agreements to which it is a party, the part of Seller. The execution, delivery and performance of this Agreement its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby by Buyer has been duly and validly authorized by the Board of Directors of Buyer and no other corporate proceed- ings on the part of Buyer are necessary therefor. Other than as contemplated by Section 5.2 or those consents listed on Schedule 5.2 as required to be received at or prior to the Closing, the execution, delivery and performance by Buyer of this Agreement and each of the Ancillary Agreements to which it is a party will not (i) violate or conflict with any provision pro- vision of Seller's certificate the Certificate of incorporation Incorporation or bylawsBy-Laws of Buyer, (ii) except as disclosed in Schedule 3.1 (b)conflict with, violate or constitute a default under any provision of, or be an event that is ---------------- (or with the giving of notice or passage of time or both will result in) a violation ofof or default under, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving giv- ing of notice or lapse of time or both) any obligation or right under, or result in the imposition or creation of any Lien (except Permitted Liens) in or upon any of the Acquired AssetsBuyer's assets or properties pursuant to, pursuant to or require a consent or waiver or create a penalty or in- crease Buyer's payment or performance obligations under, any Contract mortgage, Lien, lease, instrument, order, arbitration award, judgment or Order to decree, or any material lease, contract, license, commitment, agreement, arrangement or permit, by which Seller Buyer or any of its Affiliates is a party or by which it property is bound, or (iii) except as listed on Schedule 3.1(b)after giving effect to the consents contemplated by Section 5.2, violate or conflict con- flict with any provision of statute, law, regulation, ordi- ▇▇▇▇▇, rule, judgment, order, injunction or decree of any Governmental Authority or any other --------------- material restriction of any kind or character to which Seller Buyer or any of its property is subjector may be subject or by which any of them is or may be bound, that, in the case of any of clauses (ii) and (iii), would) of this Section 5.1, individually or in the aggregate, reasonably could reason- ably be expected to Adversely Affect have a material adverse effect on Buyer's ability to consummate the Businesstransactions contemplated hereby or would otherwise impair the performance of the other obliga- tions of Buyer under this Agreement or any of the Ancillary Agreements to which it is a party. This Agreement has been been, and on the Closing Date each of the Ancillary Agreements to which it is a party will be, duly executed and delivered by SellerBuyer, and, assuming the due execution hereof and thereof by Buyerthe Company and any other party thereto, this Agreement constitutes con- stitutes, and on the Closing Date each of the Ancillary Agreements to which it is a party will constitute, the legal, valid and binding obligation obligations of SellerBuyer, each enforceable against Seller Buyer in accordance with its respective terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller Delaware. Buyer has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement Agreement, the performance of Buyer's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of Buyer and no other corporate proceedings or actions on the part of SellerBuyer, its Board of Directors or stockholders are necessary therefor. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (ia) violate any provision of Seller's certificate the charter or by-laws or similar organizational instrument of incorporation Buyer or bylawsany of its Affiliates, (iib) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired AssetsBuyer's or any of its Affiliates' assets or properties pursuant to, pursuant to any Contract Lien, lease, agreement, instrument, order, arbitration award, judgment or Order decree to which Seller Buyer or any of its Affiliates is a party or by which it Buyer or any of its Affiliates is bound, or (iiic) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Buyer or any of its Affiliates is subject, that, in the case of any of clauses (iib) and (iiic), would, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on the BusinessBusiness Condition of Buyer or of Buyer and its subsidiaries, taken as a whole, or would prevent the Stock Purchase. This Agreement has been duly executed and delivered by SellerBuyer, and, assuming the due execution hereof by BuyerSeller, this Agreement constitutes the legal, valid and binding obligation of SellerBuyer, enforceable against Seller Buyer in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title subject to the Acquired Assets free effect of bankruptcy, insolvency, reorganization,liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and clear to the effect of all Liens, except Permitted Liensthe application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. (a) Seller APCOA is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization. APCOA (A) has all requisite corporate or comparable power to own its properties and assets and to carry on its business as it is now being conducted and (B) is in good standing and is duly qualified to transact business in each domestic jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect a material adverse effect on Sellerthe APCOA Business Condition or otherwise impair consummation of the Combination. (b) Seller APCOA has all requisite full corporate or comparable power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Sellerperform its obligations hereunder. The execution and delivery of this Agreement and the consummation performance of the transactions contemplated hereby APCOA's obligations hereunder have been duly and validly authorized by all necessary corporate proceedings on the part of SellerAPCOA and no other proceedings or actions on the part of APCOA, its board of directors or stockholders are necessary therefor. The Except as set forth in Schedule 4.1(b), the execution, delivery and performance by APCOA of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of SellerAPCOA's certificate of incorporation or bylawsby-laws, (ii) except for Management Contracts or as disclosed in Schedule 3.1 (b4.1(b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in the assets of APCOA pursuant to, any of the Acquired Assetsmortgage, pursuant to any Contract lien, lease, agreement, instrument, order, arbitration award, judgment, injunction or Order decree to which Seller or any of its Affiliates APCOA is a party or by which it is bound, or (iii) except as listed on disclosed in Schedule 3.1(b)4.1(b) or 4.12, violate or conflict with any statute, rule or regulation applicable to APCOA or any of its properties or assets or any other --------------- material restriction of any kind or character to which Seller APCOA is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on the BusinessAPCOA Business Condition or impair the consummation of the Combination. This Agreement has been duly executed and delivered by SellerAPCOA, and, assuming the due execution and delivery hereof by Buyereach Standard Owner, this Agreement constitutes the legal, valid and binding obligation of SellerAPCOA, enforceable against Seller APCOA in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law. The execution of the Employment Agreement and the Consulting Agreement by APCOA, and all payments that may become due thereunder, have been approved in a manner that would satisfy the requirements of Section 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code with respect to a change of control of APCOA and its affiliates, assuming such change of control were to take place immediately after the Closing Date. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Each of General ▇▇▇▇▇ and each of its Subsidiaries is a --------------------------------- corporation duly incorporated, organized and validly existing and and, with respect to each U.S. Corporation, in good standing standing, under the laws of the State jurisdiction of Delaware its organization. Each of General ▇▇▇▇▇ and each of its Subsidiaries (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business, or to have such power and authority, would not, individually or in the aggregate, have or reasonably be expected to have an Adverse Effect a material adverse effect on Sellerthe business, assets, liabilities, condition (financial or otherwise) or results of operations of General ▇▇▇▇▇ and its Subsidiaries, taken as a whole (a "GENERAL ▇▇▇▇▇ MATERIAL ADVERSE EFFECT"). (bc) Seller has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not (i) subject to effecting the Charter Amendment, violate any provision of Seller's General ▇▇▇▇▇' or any of its Subsidiaries' respective certificate of incorporation or bylawsby-laws (or equivalent organizational documents instruments), (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) upon or the creation of a security interest in any shares of capital stock of General ▇▇▇▇▇ or its Subsidiaries or any of the Acquired Assets, pursuant to any Contract or Order to which Seller General ▇▇▇▇▇' or any of its Affiliates Subsidiaries' assets or properties pursuant to, any Lien, agreement, instrument, order, arbitration award, judgment or decree to which General ▇▇▇▇▇ or any of its Subsidiaries is a party or by which it any of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller General ▇▇▇▇▇ or any of its Subsidiaries is subject, that, in the case of any of clauses (ii) and or (iii), ) would, individually or in the aggregate, have or reasonably be expected to Adversely Affect have a General ▇▇▇▇▇ Material Adverse Effect or prevent the BusinessMerger and the Subsidiary Purchases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by SellerGeneral ▇▇▇▇▇ and Merger Sub, and, assuming the due execution hereof by BuyerDiageo and Pillsbury, this Agreement constitutes the legal, valid and binding obligation obligations of SellerGeneral ▇▇▇▇▇ and Merger Sub, enforceable against Seller General ▇▇▇▇▇ and Merger Sub in accordance with its terms. , subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (c) Except regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which General ▇▇▇▇▇ or a Buying Affiliate is a party will be duly executed and delivered by General ▇▇▇▇▇ and such Buying Affiliates, as otherwise provided in this Agreementapplicable, and, assuming the due execution and delivery thereof by the other parties thereto, at the ClosingClosing will constitute the legal, Seller will deliver to Buyer good title valid and binding obligations of General ▇▇▇▇▇ and such Buying Affiliates, enforceable against General ▇▇▇▇▇ and such Buying Affiliates in accordance with its terms, subject to the Acquired Assets free effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and clear to the effect of all Liensthe application of general principles of equity (regardless of whether considered in proceedings at law or in equity). General ▇▇▇▇▇ has delivered to Diageo true and correct copies of the certificate of incorporation and by-laws, except Permitted Liensas amended to date, of General ▇▇▇▇▇.

Incorporation; Authorization; Etc. (a) Seller Each of Parent and Merger Sub is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State Delaware. Each of Delaware Parent and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller Merger Sub has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement Agreement, the performance of Parent's and Merger Sub's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of SellerParent and Merger Sub, their respective Boards of Directors and their respective stockholders or members and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or for Parent or Merger Sub to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate the charter or by-laws or similar organizational instrument of incorporation Parent, Merger Sub or bylawsany of their respective Subsidiaries, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired AssetsParent's, pursuant to any Contract or Order to which Seller Merger Sub's or any of its their respective Subsidiaries' assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Affiliates is a party or by which it Parent, Merger Sub or any of their respective Affiliates is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Parent, Merger Sub or any of their respective Affiliates is subject, that, in the case of any of clauses (ii) and (iii), wouldwould reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or a material adverse effect on any of the Fully-Diluted Stockholders, or (iv) assuming the consents, approvals, authorizations or permits and filings or notifications referred to in Section 5.2(c) are duly and timely obtained or made and the approval of the Merger by the stockholders of the Company in accordance with the DGCL has been obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Merger Sub or to any of their respective assets, except for violations which would not reasonably be expected to Adversely Affect have, individually or in the Businessaggregate, a Parent Material Adverse Effect or a material adverse effect on any of the Fully-Diluted Stockholders. This Agreement has been duly executed and delivered by SellerParent and Merger Sub, and, assuming the due execution hereof by Buyerthe Company, this Agreement constitutes the legal, valid and binding obligation of SellerParent and Merger Sub, enforceable against Seller Parent and Merger Sub in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title subject to the Acquired Assets free effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and clear to the effect of all Liens, except Permitted Liensthe application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporated, organized and validly existing and in good standing under the laws of the State Commonwealth of Delaware Virginia. Buyer (i) has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each other jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have or reasonably be expected to have an a material adverse effect on the ability of Buyer to consummate the Stock Purchase or would otherwise prevent the performance of the obligations of Buyer under this Agreement (a “Buyer Material Adverse Effect on SellerEffect”). (b) Seller Buyer has all the requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery by Buyer of this Agreement Agreement, the performance by Buyer of its obligations hereunder and the consummation by Buyer of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of Buyer, and no other corporate proceedings on the part of SellerBuyer, its Board of Directors or stockholder(s) are necessary therefor. This Agreement has been duly executed and delivered by Buyer. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's Buyer’s certificate of incorporation or bylawsby-laws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any obligation or right under, or result in the imposition of any Lien (except Permitted Liens) upon or the creation of a security interest in any shares of capital stock of Buyer or its Subsidiaries or any of the Acquired AssetsBuyer’s assets or properties pursuant to, pursuant to any Contract agreement, instrument, order, arbitration award, judgment or Order decree to which Seller Buyer or any of its Affiliates Subsidiaries is a party or by which it any of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller Buyer or any of its Subsidiaries is subject, that, in the case of any of clauses (ii) and or (iii), ) would, individually or in the aggregate, reasonably be expected to Adversely Affect the Businesshave a Buyer Material Adverse Effect. This Agreement has been duly executed and delivered by Seller, and, assuming Assuming the due execution hereof of this Agreement by BuyerSeller and the Company, this Agreement constitutes the legal, valid and binding obligation obligations of SellerBuyer, enforceable against Seller Buyer in accordance with its terms. (c) Except as otherwise provided in this Agreement, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. At the Closing, the Escrow Agreement will be duly executed and delivered by Buyer and, assuming the due execution and delivery thereof by the other parties thereto, at the ClosingClosing the Escrow Agreement will constitute the legal, Seller will deliver valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms, subject to Buyer good title applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to the Acquired Assets free and clear general principles of all Liens, except Permitted Liensequity.

Incorporation; Authorization; Etc. (a) Seller The Company is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization. Each of the Significant Subsidiaries of the Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Significant Subsidiaries has all requisite power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, has not had or would not, individually or in the aggregate, be reasonably be expected likely to have an a Material Adverse Effect on SellerEffect. The copies of the certificate of incorporation and bylaws, or other organizational documents (in each case, together with all amendments thereto) of the Company and each of its Significant Subsidiaries that have been delivered or made available to Parent are true and complete. The Company and the Significant Subsidiaries are not in material default or in violation of any provisions of their respective organizational documents. (b) Seller The Company has all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and, subject to the approval of the stockholders of the Company as required by the DGCL ("Company Stockholder Approval"), to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement Agreement, the performance of the Company's obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary the Board of Directors of the Company, and no other corporate proceedings or actions on the part of Sellerthe Company, the Board of Directors of the Company or the stockholders of the Company are necessary to authorize the execution and delivery of this Agreement, to perform the Company's obligations hereunder and, except for the Company Stockholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due execution and delivery of this Agreement by Parent and Merger Sub, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except for (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting the rights of creditors generally and (ii) the effect of equitable principles of general application. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's the certificate of incorporation or bylaws, or similar organizational documents, of the Company or any of its Significant Subsidiaries, (ii) except as disclosed in the Company Disclosure Schedule 3.1 and except as provided in the Credit Agreements, the Stockholders' Agreement, the Company Option Plan (band related option agreements), the Company Warrant Agreement, the Company Warrants, or any Individual Agreement, violate or conflict with any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation or conflict of, or result in the termination or acceleration of or entitle any Person party to accelerate terminate, accelerate, modify or cancel (whether after the giving of notice or lapse of time or both) any obligation under, or constitute a default (with or without notice or lapse of time, or both), or result in (or with notice or the passage of time would result in) the imposition of any Lien (except Permitted Liens) lien upon or the creation of a security interest in any of the Acquired Assets, pursuant to any Contract or Order to which Seller Company's or any of its Affiliates Subsidiaries' assets or properties or require notice to any Person pursuant to, any mortgage, lien, lease, agreement, instrument, contract, license, order, arbitration award, judgment, decree or other arrangement to which the Company or any of its Subsidiaries is a party or by which it is any of them or their assets are bound, or (iii) except as listed on Schedule 3.1(b)described in the Company Disclosure Schedule, violate or conflict with any other --------------- material restriction law, order, judgment, injunction, decree, ordinance, regulation, rule or ruling of any kind or character Governmental Authority to which Seller the Company or any of its Subsidiaries is subject, except for those that, in the case of any of clauses (ii) and (iii)) above, wouldthat are material to the Company and its Subsidiaries taken as a whole. (d) No registrations, filings, applications, notices, consents, approvals, orders, qualifications, authorizations or waivers are required to be made, filed, given or obtained by the Company or any of its Significant Subsidiaries with, to or from any foreign, federal, state, local or other governmental or administrative authority or regulatory agency, commission, department or other governmental or administrative subdivision, court, tribunal or body (each, a "Governmental Authority") in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) those set forth in the Company Disclosure Schedule, (ii) filings under the HSR Act, (iii) the filing and recordation of appropriate merger documents as required by the DGCL and other appropriate documents with the relevant Governmental Authorities of other states in which the Company is authorized to do business, (iv) those that become applicable solely as a result of the status or identity of Parent or its Affiliates, or (v) those that the failure to make, file, give or obtain would not, individually or in the aggregate, reasonably be expected material to Adversely Affect the Business. This Company and its Subsidiaries taken as a whole (clauses (i) through (iv) collectively, the "Company Required Governmental Approvals"). (e) The Board of Directors of the Company, at a meeting duly called and held, adopted resolutions that are in full force and effect as, of the date of this Agreement, (i) approving and declaring advisable the Merger and this Agreement, (ii) declaring that the Merger and this Agreement has been duly executed are in the best interests of the Company's stockholders, (iii) recommending that the Company's stockholders approve and delivered by Selleradopt this Agreement, and, assuming and (iv) exempting to the due execution hereof by Buyerextent necessary, this Agreement constitutes and the legal, valid and binding obligation transactions contemplated hereby from the restrictions of Seller, enforceable against Seller in accordance with its termsSection 203 of the DGCL. (cf) Except as otherwise provided in The only vote of the holders of any class or series of capital stock of the Company necessary to approve this Agreement, at the ClosingMerger and the other transactions contemplated hereby is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, Seller will deliver voting together as a single class, with each share of Company Common Stock entitled to Buyer good title one vote and each share of Company Preferred stock entitled to such number of votes as is equal to the Acquired Assets free and clear whole number of all Liens, except Permitted Liensshares of Common Stock into which such shares of Company Preferred Stock are convertible.

Incorporation; Authorization; Etc. (a) The name of each of the Business Entities is listed on Schedule 3.1(a) to the Seller Disclosure Letter. Each Business Entity is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization. Each of the Business Entities (i) has the requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each other jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, have or reasonably be expected to have an a Business Material Adverse Effect on SellerEffect. Seller is a corporation duly organized and validly existing under the laws of the State of Delaware. (b) Each of Seller and the Company has all the requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery by Seller and the Company of this Agreement Agreement, the performance by Seller and the Company of their respective obligations hereunder and the consummation by Seller and the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary the respective Boards of Directors of Seller and the Company, by the stockholders of Seller and by Seller in its capacity as sole stockholder of the Company, and no other corporate proceedings on the part of SellerSeller or the Company, their respective Boards of Directors or stockholders are necessary therefor. The This Agreement has been duly executed and delivered by Seller and the Company. (c) Except as set forth on Schedule 3.1(c) to the Seller Disclosure Letter and, with respect to clauses (ii) and (iii), subject to obtaining the consents set forth thereon, the execution, delivery and performance by Seller and the Company of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's ’s or any Business Entity’s respective certificate of incorporation or bylawsby-laws (or equivalent organizational documents), (ii) except as disclosed violate in Schedule 3.1 (b), violate any material respect any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation in any material respect by Seller or the Company of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any material right or obligation of the Seller or any Business Entity, under, or result in the imposition of any Lien (except Permitted Liens) upon or the creation of a security interest in any of the Acquired AssetsShares or any Business Entity’s assets or properties pursuant to, pursuant to any Contract material agreement, instrument, order, arbitration award, judgment or Order decree to which Seller or any of its Affiliates Business Entity is a party or by which it any of them is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict in any material respect with any other --------------- material restriction of any kind or character Law to which Seller or any Business Entity is subject. Assuming the due execution of this Agreement by Buyer, thatthis Agreement constitutes the legal, valid and binding obligations of Seller and the Company, enforceable against Seller and the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. At the case of any of clauses (ii) and (iii)Closing, would, individually or in the aggregate, reasonably Escrow Agreement will be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof and delivery thereof by Buyerthe other parties thereto, this at the Closing the Escrow Agreement constitutes will constitute the legal, valid and binding obligation obligations of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity. Seller has provided to Buyer true and correct copies of the certificate of incorporation and by laws or similar organizational documents, each as amended to date, of each of the Business Entities. (cd) Except as otherwise provided in this AgreementSince at least January 1, at 1990, the Closing, Seller will deliver to Buyer good title to Business Entities have not operated any business other than the Acquired Assets free and clear of all Liens, except Permitted LiensBusiness.

Incorporation; Authorization; Etc. (a) Seller Each of the Company and the Subsidiaries is a --------------------------------- corporation duly incorporated, organized and validly existing and in good standing and, with respect to those corporations organized under the laws of one of the State states of Delaware and is duly qualified to transact business in each jurisdiction in which the nature United States of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller.America (a "U.S. (b) Seller has all requisite full corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller, its Board of Directors and stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate or the Company's Certificate of incorporation Incorporation or bylawsBy-laws, (ii) violate any provision of any Subsidiary's charter or by-laws or similar organizational instrument, (iii) except as disclosed in on Schedule 3.1 (b)3.1(b) hereto, violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller Shares or any of its Affiliates the Company's or any of the Subsidiaries' assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Seller, the Company or any of the Subsidiaries is a party or by which it any of them is bound, or (iiiiv) except as listed on Schedule 3.1(b)) hereto, violate or conflict with any material provision of law, order, judgment or ruling of any governmental authority or any other --------------- material restriction of any kind or character to which Seller Seller, the Company or any of the Subsidiaries is subject, that, in the case of any of clauses (ii) and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.in (c) Except as otherwise provided in this Agreement, Upon consummation of the Stock Purchase at the Closing, as contemplated by this Agreement, Seller will deliver to Buyer good title to the Acquired Assets Shares free and clear of all Liens, except Permitted any Liens.

Incorporation; Authorization; Etc. (a) Seller Each of the Company and the Subsidiaries is a --------------------------------- corporation duly incorporated, organized and validly existing and and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. Corporation"), in good standing standing, under the laws of the State jurisdiction of Delaware its organization. Each of the Company and the Subsidiaries (i) has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted; and (ii) is in good standing (with respect to U.S. Corporations) and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect a material adverse effect on Seller. the business, results of operations or financial condition (bcollectively, the "Business Condition") of the Automotive Business. Seller has is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite corporate power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, Shares. (b) Seller has full corporate power to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby by Sellerhereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller, its Board of Directors and stockholders. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate or the Company's Certificate of incorporation Incorporation or bylawsBy-laws, (ii) violate any provision of any Subsidiary's charter or by-laws or similar organizational instrument, (iii) except as disclosed in on Schedule 3.1 (b)3.1(b) hereto, violate any provision of, or be an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller Shares or any of its Affiliates the Company's or any of the Subsidiaries' assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Seller, the Company or any of the Subsidiaries is a party or by which it any of them is bound, or (iiiiv) except as listed on Schedule 3.1(b)) hereto, violate or conflict with any material provision of law, order, judgment or ruling of any governmental authority or any other --------------- material restriction of any kind or character to which Seller Seller, the Company or any of the Subsidiaries is subject, that, in the case of any either of clauses (iiiii) and (iiiiv), would, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on the BusinessBusiness Condition of the Automotive Business or prevent the Stock Purchase. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). (c) Except as otherwise provided in this Agreement, Upon consummation of the Stock Purchase at the Closing, as contemplated by this Agreement, Seller will deliver to Buyer good title to the Acquired Assets Shares free and clear of all Liens, except Permitted any Liens.

Incorporation; Authorization; Etc. (a) Seller DHC and each of DHC's Subsidiaries is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State its jurisdiction of Delaware organization. Each of DHC and its Subsidiaries (i) has all requisite power to own its properties and assets and to carry on its business as it is now being conducted and (ii) is in good standing and is duly qualified to transact business in each domestic and foreign jurisdiction in which the nature of property owned or leased by the Seller with respect to the Business it or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, business would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect a material adverse effect on SellerDHC. (b) Seller DHC has all requisite corporate full power to consummate the Restructuring and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and the other Restructuring Documents to consummate which DHC is or will be party and to perform its obligations hereunder and under the transactions contemplated hereby by Sellerother Restructuring Documents. The execution and delivery of this Agreement and the consummation other Restructuring Documents and the performance of DHC's obligations hereunder and under the transactions contemplated hereby other Restructuring Documents have been duly and validly authorized by all necessary corporate proceedings on the part of SellerDHC and no other proceedings or actions on the part of DHC, its Board of Directors, stockholders, or debtholders are necessary therefor. The execution, delivery and performance by DHC of this Agreement and the consummation of the transactions contemplated hereby other Restructuring Documents will not (i) violate any provision of SellerDHC's certificate Restated Certificate of incorporation Incorporation or bylawsby-laws or other organizational documents, (ii) except as disclosed in Schedule 3.1 (b), violate any provision of, or be an event that is ---------------- (or with notice or the passage of time or both will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any Encumbrance upon, the assets or properties of the Acquired Assets, DHC or its Subsidiaries pursuant to any Contract mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment, injunction, decree, permit or Order "employee benefit plan" (as defined in Section 3(3) of ERISA) to which Seller DHC or any of its Affiliates Subsidiaries is a party or by which it DHC or its Subsidiaries is bound, that would, individually or in the aggregate, have a material adverse effect on DHC or that would prevent the consummation of any part of the Restructuring, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any statute, rule or regulation applicable to DHC or its Subsidiaries or any of its assets or properties or any other --------------- material restriction of any kind or character to which Seller DHC or its Subsidiaries is subject, that, in the case of any of clauses (ii) and (iii), that would, individually or in the aggregate, reasonably be expected to Adversely Affect have a material adverse effect on DHC or would prevent the Businessconsummation of any part of the Restructuring. This Agreement has been been, and each other Restructuring Document to which DHC will be a party, will be, duly executed and delivered by Seller, DHC and, assuming the due execution and delivery hereof and thereof by Buyerthe other Parties hereto, this Agreement constitutes the legal, valid and binding obligation of SellerDHC, enforceable against Seller DHC in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title to the Acquired Assets free and clear of all Liens, except Permitted Liens.

Incorporation; Authorization; Etc. (a) Seller Buyer is a --------------------------------- corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware Utah. Merger Sub is a limited liability company duly organized, validly existing and is duly qualified to transact business in each jurisdiction in which the nature of property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business requires it to be so qualified, except where the failure to be in good standing under the Laws of the State of Delaware. Each of Buyer and Merger Sub has full corporate or to be duly qualified to transact business, would not, individually or in the aggregate, reasonably be expected to have an Adverse Effect on Seller. (b) Seller has all requisite corporate similar organizational power and authority to own the properties and assets employed by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby by Seller. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Sellerthereby. The execution, delivery and performance by each of Buyer and Merger Sub of this Agreement and any Ancillary Agreement to which it is a party and the consummation by each of Buyer and Merger Sub of the transactions contemplated hereby will not (i) violate any provision and thereby have been duly authorized by all requisite corporate or similar organizational action on the part of Seller's certificate each of incorporation Buyer and Merger Sub, and no other corporate proceedings on the part of by each of Buyer and Merger Sub are necessary to authorize this Agreement or bylaws, (ii) except as disclosed in Schedule 3.1 (b), violate any provision ofthe Ancillary Agreements to which by each of Buyer and Merger Sub is a party, or be an event that is ---------------- (or with to consummate the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract or Order to which Seller or any of its Affiliates is a party or by which it is bound, or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction of any kind or character to which Seller is subject, that, in the case of any of clauses (ii) transactions contemplated hereby and (iii), would, individually or in the aggregate, reasonably be expected to Adversely Affect the Businessthereby. This Agreement (and each of the Ancillary Agreements to which by each of Buyer and Merger Sub is a party) has been duly executed and delivered by Seller, and, each of Buyer and Merger Sub and this Agreement (and each such Ancillary Agreement) (assuming the due execution hereof by Buyer, that this Agreement and such Ancillary Agreement constitutes the legal, valid and binding obligation of Sellerthe other Parties hereto and thereto) constitutes the valid and binding obligations of by each of Buyer and Merger Sub, enforceable against Seller in accordance with its their respective terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title subject to the Acquired Assets free and clear of all Liens, except Permitted LiensGeneral Enforceability Exceptions.

Incorporation; Authorization; Etc. (a) Seller The Company and each of the Company Subsidiaries is a --------------------------------- corporation duly incorporated, validly existing and in good standing under the laws of the State state of Delaware its incorporation. The Company and each of the Company Subsidiaries (i) has full corporate power to own all of its properties and assets and to carry on its business as it is now being conducted, and (ii) is duly qualified to do business and is in good standing, and is duly licensed, authorized or qualified to transact business in each jurisdiction in which the nature ownership or lease of real property leased by the Seller with respect to the Business or the conduct of Seller with respect to the Business its business requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business, would not, individually or so qualify could not in the aggregate, aggregate reasonably be expected to have an a Material Adverse Effect on SellerEffect. (b) Seller The Company and each of its subsidiaries and Parent Enterprises, Inc. (whether or not such subsidiaries hold assets or are subject to liabilities relating to the Business) has all requisite full corporate or other power and authority to own effect the properties and assets employed transactions contemplated by Seller, to carry on Seller's business as it is now being conducted, to execute and deliver this Agreement and each of the Purchase Agreements to consummate which it is a party. The consummation of the transactions contemplated hereby and by Sellerthe Purchase Agreements have been duly authorized and approved by all necessary corporate or other action on the part of the Company and each of its subsidiaries and Parent Enterprises, Inc. (whether or not such subsidiaries hold assets or are subject to liabilities relating to the Business). The Except as set forth on Section 3.1(b) of the disclosure schedule delivered to Buyer by the Sellers on the date hereof (the "Disclosure Schedule"), the execution and delivery of this Agreement and each of the Purchase Agreements does not, and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate proceedings on the part of Seller. The executionthereby will not, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of Seller's certificate of incorporation violate, breach or bylaws, (ii) except as disclosed in Schedule 3.1 (b), violate conflict with any provision of, or be constitute an event that is ---------------- (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate which (whether after the giving of notice or lapse the passage of time or both) will result in a violation of or breach of, or result in the acceleration, termination or modification of, or entitle any party to accelerate, terminate or modify (whether after the giving of notice or the passage of time or both) any obligation under, or result in the imposition of or the creation of any Lien (except Permitted Liens) upon any of the Acquired Assets, pursuant to any Contract assets or Order to which Seller properties of the Company or any of its Affiliates the Company Subsidiaries or Parent Enterprises, Inc. pursuant to, any mortgage, Lien, lease, agreement, instrument, certificate of incorporation, by-law, deed of trust other organizational or governing document, order, arbitration award, judgment or decree to which the Company or any Company Subsidiary or Parent Enterprises, Inc. is a party or by which it is any such party or any of their respective properties or assets are bound, except for such violations, breaches, accelerations, terminations, modifications, creations or (iii) except as listed on Schedule 3.1(b), violate or conflict with any other --------------- material restriction impositions of any kind or character to which Seller is subject, that, in the case of any of clauses (ii) and (iii), wouldLiens which, individually or in the aggregate, could not reasonably be expected to Adversely Affect the Business. This Agreement has been duly executed and delivered by Sellerhave a Material Adverse Effect, andor which are cured, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Except as otherwise provided in this Agreement, at the Closing, Seller will deliver to Buyer good title waived or terminated prior to the Acquired Assets free and clear of all Liens, except Permitted LiensClosing Date.