Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 3.2.1 NetSelect has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements contemplated hereby to which NetSelect is or will be a party that are required to be executed pursuant to this Agreement (the "NetSelect Ancillary Agreements"). The execution, delivery and performance of this Agreement and the NetSelect Ancillary Agreements have been duly and validly approved and authorized by NetSelect's Board of Directors. 3.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable NetSelect to enter into, and to perform its obligations under, this Agreement and the NetSelect Ancillary Agreements, except for (a) the filing of the Certificate of Merger with the Delaware Secretary of State, the recording of the Certificate of Merger in the office of the Recorder of the Delaware county in which NetSelect's registered office is located, and the filing of appropriate documents with the relevant authorities of other states in which NetSelect is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, (c) the approval of and adoption by the holders of NetSelect Stock of this Agreement and all transactions contemplated by this Agreement, as provided under applicable law, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"), (d) the (i) termination, as contemplated by this Agreement, of the InfoTouch Stockholder Agreement, (ii) the amendment and restatement, as contemplated by this Agreement, of the NetSelect Stockholders' Agreement, and (iii) the amendment and restatement, as contemplated by this Agreement, of the RealSelect. Stockholders' Agreement, and (e) those consents, approvals and filings which will be obtained prior to the Effective Time.

Power, Authorization and Validity. 3.2.1 NetSelect (a) Each of Broadbase and Merger Sub has the right, power, legal capacity corporate power and authority to enter into and perform its obligations under this Agreement, and all agreements contemplated hereby to which NetSelect Broadbase or Merger Sub is or will be a party that are required to be executed pursuant to this Agreement (the "NetSelect BROADBASE ANCILLARY AGREEMENTS") (either or both of the Panopticon Ancillary -26- 27 Agreements and the Broadbase Ancillary Agreements, as the context requires the "ANCILLARY AGREEMENTS"). The execution, delivery and performance of this Agreement and the NetSelect Broadbase Ancillary Agreements have been duly and validly approved and authorized by NetSelectBroadbase's Board of Directors and Merger Sub's Board of Directors, as applicable. 3.2.2 (b) No filing, authorization or approval, governmental or otherwise, is necessary to enable NetSelect Broadbase or Merger Sub to enter into, and to perform its obligations under, this Agreement and the NetSelect Broadbase Ancillary Agreements, except for (ai) the filing of the Certificate of Merger with the Delaware Secretary of State, the recording of the Certificate of Merger in the office of the Recorder of the Delaware county in which NetSelect's registered office is located, State and the filing of appropriate documents with the relevant authorities of other states in which NetSelect Broadbase is qualified to do business, if any, (bii) such filings as may be required to comply with federal and state securities laws, including the Permit Application (c) the approval of and adoption by the holders of NetSelect Stock of this Agreement and all transactions contemplated by this Agreement, as provided under applicable law, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"defined in Section 6.5), (d) the (i) termination, as contemplated by this Agreement, of the InfoTouch Stockholder Agreement, (ii) the amendment and restatement, as contemplated by this Agreement, of the NetSelect Stockholders' Agreement, and (iii) such filings as may be required by the amendment HSR Act. (c) This Agreement and restatementthe Broadbase Ancillary Agreements are, or when executed by Broadbase and Merger Sub (as contemplated by this Agreementapplicable) and the other parties thereto will be, valid and binding obligations of Broadbase and Merger Sub, enforceable against Broadbase and Merger Sub in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the RealSelect. Stockholders' Agreementrights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (eiii) those consentsthe enforceability of provisions requiring indemnification; provided, approvals however, that the Certificate of Merger, the Agreement of Merger and filings which the Broadbase Ancillary Agreements will not be obtained prior to effective until the earlier of the Effective TimeTime or the date provided for therein.

Power, Authorization and Validity. 3.2.1 NetSelect GALT has the full corporate right, power, legal capacity power and authority to enter into into, execute, deliver and perform its obligations under this Agreement, Agreement and all agreements contemplated hereby each other agreement or document to which NetSelect GALT is or will to be a party that are required or which GALT is to be executed execute pursuant to to, or with Intuit concurrently with the execution of, this Agreement, including the Intuit Loan Agreement (as defined in Section 6.2) and the Services Agreement being entered into by and between GALT and Intuit concurrently with their execution of this Agreement (collectively, the "NetSelect Ancillary AgreementsGALT ANCILLARY AGREEMENTS"), and GALT has all requisite corporate power and authority to consummate the Merger in accordance with the terms of this Agreement (including but not limited to the provisions of Section 2.11), subject to obtaining the requisite approval of the Merger by GALT's shareholders. The execution, delivery and performance of this Agreement and each of the NetSelect GALT Ancillary Agreements have been duly and validly approved and authorized by NetSelectall necessary corporate action on the part of GALT's Board of Directors. To the best knowledge of GALT, Robe▇▇ ▇▇▇▇▇▇, ▇▇el ▇▇▇▇▇ ▇▇▇ Davi▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ree principal shareholders of GALT (collectively, the "PRINCIPAL SHAREHOLDERS") have all requisite power and authority to enter into the Non-Competition Agreements and GALT Affiliate Agreements they are required to execute and deliver to Intuit pursuant to Section 9. 3.2.2 No filing, authorization authorization, consent, approval or approvalorder, governmental or otherwise, is necessary or required to enable NetSelect GALT to enter into, and to perform its obligations under, this Agreement and and/or any of the NetSelect GALT Ancillary Agreements, except for (a) the filing of the Certificate Agreement of Merger with the offices of the Delaware Secretary of State, State and the recording filing of the Certificate Articles of Merger in with the office Pennsylvania Department of the Recorder of the Delaware county in which NetSelect's registered office is located, State and the filing of appropriate documents with the relevant authorities of other states in which NetSelect GALT is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval of and adoption by the holders GALT shareholders of NetSelect Stock of this the transactions contemplated hereby. 3.2.3 This Agreement and all transactions contemplated the GALT Ancillary Agreements are, or when executed by this AgreementGALT shall be, as provided under applicable lawvalid and binding obligations of GALT, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"), (d) the (i) termination, as contemplated by this Agreement, of the InfoTouch Stockholder Agreement, (ii) the amendment and restatement, as contemplated by this Agreement, of the NetSelect Stockholders' Agreement, and (iii) the amendment and restatement, as contemplated by this Agreement, of the RealSelect. Stockholders' Agreement, and (e) those consents, approvals and filings which will be obtained prior to the Effective Timeenforceable in accordance with their respective terms.

Power, Authorization and Validity. 3.2.1 NetSelect Each of Parent and Newco has the corporate right, power, legal capacity power and authority to enter into and perform its their obligations under this Agreement, and all agreements contemplated hereby to which NetSelect is or will be a party that are required to be executed pursuant to this Agreement (the "NetSelect Ancillary Agreements"). The execution, execution and delivery and performance of this Agreement and the NetSelect Ancillary Agreements have been duly and validly approved and authorized by NetSelectall necessary corporate action on the part of Parent and Newco, subject only to the approval of Parent's Board shareholders of Directors(i) the Merger, (ii) the granting of authority to allot securities of Parent pursuant to Section 80 Companies Act ▇▇▇▇ ▇▇ the United Kingdom (the "Companies Act"), (iii) an increase in the share capital of Parent, and (iv) an increase in the number of Ordinary Shares available to satisfy Parent's obligations under Section 1.3 of this Agreement. 3.2.2 No consent, filing, authorization or approval, governmental or otherwise, is necessary required by or with respect to enable NetSelect to enter intoParent or Newco in connection with the 27 execution and delivery of this Agreement, and to perform its obligations under, this Agreement and or the NetSelect Ancillary Agreementsconsummation of the transactions contemplated hereby or thereby, except for (a) the filing of the Certificate of Merger with and any other documents required to effectuate the Merger under Delaware Secretary of State, the recording of the Certificate of Merger in the office of the Recorder of the Delaware county in which NetSelect's registered office is located, Law and the filing of appropriate documents with the relevant authorities of other the states in which NetSelect the Company is qualified to do business, if any, (b) such filings as may be required to comply with federal and applicable state securities lawslaws and the securities laws of any foreign country, (c) filings required under the approval HSR Act and the antitrust and competition laws of the European Union and adoption by other jurisdictions, (d) appropriate filings with, and approvals of, the holders London Stock Exchange Limited ("LSE") and the Nasdaq National Market, (e) filings required under the Companies Act and the FSA, (f) the consent of NetSelect Stock H.M. Treasury pursuant to Section 765(1)(C) of this Agreement the Income and all Corporation Taxes Act ▇▇▇▇, ▇▇d (g) such other consents, filings, authorizations or approvals which, if not obtained or made, would not have a Material Adverse Effect on Parent and would not prevent, or materially alter or delay any of the transactions contemplated by this Agreement. 3.2.3 This Agreement has been duly executed and delivered by Parent and constitute valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms, except as provided under applicable lawto the effect, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"), (d) the (i) termination, as contemplated by this Agreementif any, of (a) applicable bankruptcy and other similar laws affecting the InfoTouch Stockholder Agreementrights of creditors generally and (b) rules of law governing specific performance, (ii) injunctive relief and other equitable remedies. This Agreement has been duly executed and delivered by Newco and constitutes a valid and binding obligation of Newco enforceable against Newco in accordance with its terms, except as to the amendment and restatementeffect, as contemplated by this Agreementif any, of (a) applicable bankruptcy and other similar laws affecting the NetSelect Stockholders' Agreement, rights of creditors generally and (iiib) the amendment rules of law governing specific performance, injunctive relief and restatement, as contemplated by this Agreement, of the RealSelect. Stockholders' Agreement, and (e) those consents, approvals and filings which will be obtained prior to the Effective Timeother equitable remedies.

Power, Authorization and Validity. 3.2.1 NetSelect Mozart has the full corporate right, power, legal capacity power and authority to enter into into, execute, deliver and perform its obligations under this Agreement, Agreement and all agreements contemplated hereby each other agreement or document to which NetSelect Mozart is or will to be a party that are required or which Mozart is to be executed execute pursuant to to, or with SEEC concurrently with the execution of, this Agreement (collectively, the "NetSelect Mozart Ancillary Agreements"), and Mozart has all requisite corporate power and authority to consummate the Merger in accordance with the terms of this Agreement, subject to obtaining the requisite approval of the Merger by Mozart's shareholders. The execution, delivery and performance of this Agreement and each of the NetSelect Mozart Ancillary Agreements have been duly and validly approved and authorized by NetSelectall necessary corporate action on the part of Mozart's Board of Directors. To the best knowledge of Mozart, each of the Controlling Shareholders has all requisite power and authority to enter into (i) their respective Non-Competition Agreements, (ii) the Pledge Agreement, (iii) the Joinder Agreement, and (iv) each other agreement to which either of them is or will be a party pursuant to the terms of this Agreement (collectively, the "Affiliates' Agreements"). 3.2.2 No filing, authorization authorization, consent, approval or approvalorder, governmental or otherwise, is necessary or required to enable NetSelect Mozart to enter into, and to perform its obligations under, this Agreement and and/or any of the NetSelect Mozart Ancillary Agreements, except for (a) the filing of the Certificate Agreement of Merger with the offices of the Delaware Secretary of State, State and the recording filing of the Certificate Articles of Merger in with the office California Secretary of the Recorder of the Delaware county in which NetSelect's registered office is located, State and the filing of appropriate documents with the relevant authorities of other states in which NetSelect Mozart is qualified to do business, if any, (b) such filings as may be required to comply with federal and state securities laws, and (c) the approval of and adoption by the holders Mozart shareholders of NetSelect Stock of this the transactions contemplated hereby. 3.2.3 This Agreement and all transactions contemplated the Mozart Ancillary Agreements are, or when executed by this AgreementMozart shall be the valid and binding obligations of Mozart, as provided under applicable law, the NetSelect Certificate of Incorporation, the Bylaws of NetSelect and any other charter document of NetSelect (the "NetSelect Stockholder Approval"), (d) the (i) termination, as contemplated by this Agreement, of the InfoTouch Stockholder Agreement, (ii) the amendment and restatement, as contemplated by this Agreement, of the NetSelect Stockholders' Agreement, and (iii) the amendment and restatement, as contemplated by this Agreement, of the RealSelect. Stockholders' Agreement, and (e) those consents, approvals and filings which will be obtained prior to the Effective Timeenforceable in accordance with their respective terms.