Common use of Authority to Execute and Perform Agreement Clause in Contracts

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which Buyer is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by Buyer, and on the Closing Date each and every agreement and instrument contemplated hereby to which Buyer and, is a party will be duly executed and delivered by Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer of this Agreement and the each and every other agreement and instrument contemplated hereby to which Buyer Documentsis a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation Buyer's governing or By-Laws of the Buyerorganizational documents; (iib) except for filings or approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, and the rules and regulations thereunder (the "HSR Act"), and the Investment Canada Act and the Competition Act of Canada (together, the "Canadian Acts"), if applicable, require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ Parent and Sub have the full legal right and corporate power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate to perform their obligations hereunder and the transactions contemplated by hereby. The execution and delivery of this Agreement to be executed by Buyer in connection with and the consummation of the transactions contemplated hereby have been duly authorized by this Agreement (collectively the "Buyer Documents"), boards of directors of Parent and Sub. No approval by Parent’s shareholders is required to consummate the --------------- transactions contemplated hereby hereby. Parent, as the sole shareholder of Sub, has approved this Agreement and therebythe transactions contemplated hereby. No other approval on the part of Parent or Sub is necessary to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer Parent and Sub and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes the valid and legal binding obligation of the Company, constitutes a valid and binding obligation of the Buyer Parent and Sub, enforceable against the Buyer them in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium, reorganization moratorium or similar other laws affecting the enforcement of creditors' ’ rights generally; generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Except for (a) filings with the SEC under the Exchange Act, (b) filings with the Department of Financial Institutions of the State of Wisconsin contemplated herein, (c) as the remedy filing of specific a Notification and Report Form under the HSR Act and any similar filings in foreign jurisdictions, the execution, delivery and performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement by Parent and Sub and the other Buyer Documents, the consummation by Parent and Sub of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate charter or by-laws of Incorporation Parent or By-Laws of the Buyer; Sub, (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and or conditions of, result in a material modification of the effect of, require any notice or action under, or otherwise cause the termination of or give any other contracting party the right to terminate, accelerate obligations under or receive payment under or constitute (or with notice or lapse of time or both constitute) a default under, any Contract instrument, contract or other agreement to which the Buyer Parent or Sub is a party or by or to which the Buyer either of them or any of its their respective assets or properties is or may be bound or subject; , (iii) violate any Law applicable to Parent or Sub or by which any of their respective assets or properties is bound, (iv) violate Applicable Law any governmental permit, (v) require any filing with, notice to, or Order permit, consent or approval of, any governmental or regulatory body, excluding from the foregoing clauses (ii), (iii), (iv) and (v) violations, conflicts breaches, modifications and defaults which, and filings, notices, permits, consents and approvals the absence of any Governmental Entity applicable which, in the aggregate, would not reasonably be expected to have a material adverse effect on the Buyerability of Parent and Sub to consummate the transactions contemplated hereby.

Authority to Execute and Perform Agreement. The Buyer Each Seller has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer such Seller in connection with the consummation of the transactions contemplated by this Agreement (collectively together with this Agreement, the "Buyer Seller Documents"), and to consummate the --------------- transactions contemplated hereby and ----------------- thereby. This Agreement has been duly executed and delivered by the Buyer such Seller and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes a legal, valid and binding obligation of the Buyer such Seller enforceable against the Buyer such Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents in accordance with their respective its terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under Person, (ii) violate or conflict with the HSR Act and applicable securities laws declaration of trust or related documents of such Seller or, except for the consent of the lenders under the Buyer's credit agreementas set forth in Schedule 3.2, which the Buyer has obtained; (iii) violate, conflict with or result in the ------------ breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract material agreement, contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other instrument or obligation (collectively, "Contracts") to which the Buyer such Seller is a party or by or --------- to which the Buyer such Seller is or any of its properties is such Seller's Shares are or may be bound or subject; , or (iviii) violate Applicable Law or an Order (as hereafter defined) of any Governmental Entity applicable to the Buyersuch Seller or to such Seller's Shares.

Authority to Execute and Perform Agreement. The Buyer Each Seller has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer such Seller in connection with the consummation of the transactions contemplated by this Agreement (collectively together with this Agreement, the "Buyer Seller Documents"), and to consummate the --------------- transactions contemplated hereby and ----------------- thereby. This Agreement has been duly executed and delivered by the Buyer such Seller and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes a legal, valid and binding obligation of the Buyer such Seller enforceable against the Buyer such Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents in accordance with their respective its terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under Person, (ii) violate or conflict with the HSR Act and applicable securities laws declaration of trust or related documents of such Seller or, except for the consent of the lenders under the Buyer's credit agreementas set forth in Schedule 3.2, which the Buyer has obtained; (iii) violate, ------------ conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract material agreement, contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other instrument or obligation (collectively, "Contracts") to --------- which the Buyer such Seller is a party or by or to which the Buyer such Seller is or any of its properties is such Seller's Shares are or may be bound or subject; , or (iviii) violate Applicable Law or an Order (as hereafter defined) of any Governmental Entity applicable to the Buyersuch Seller or to such Seller's Shares.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which the Buyer is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by the Buyer, and on the Closing Date, each and every agreement and instrument contemplated hereby to which the Buyer and, is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer of this Agreement and each and every other agreement and instrument contemplated hereby to which the other Buyer Documentsis a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate Articles of Incorporation or By-Laws laws (or comparable instruments) of the Buyer; (iib) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer Each of the Sellers has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreementand every agreement and instrument contemplated hereby (including, documentwithout limitation, or instrument or certificate contemplated by this the Escrow Agreement and the Employment Agreement to which such Seller is or will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party) to which such Seller is or will be a party and to consummate the --------------- transactions contemplated hereby perform fully such Seller's obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by each of the Buyer andSellers, and on the Closing Date, each and every agreement and instrument contemplated hereby (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) to which each Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) will be valid and binding obligation obligations of the Buyer each Seller enforceable against the Buyer each Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer each Seller of this Agreement and each and every agreement and instrument contemplated hereby (including, without limitation, the other Buyer DocumentsEscrow Agreement and the Employment Agreement to which such Seller is or will be a party) to which such Seller is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer each Seller of this Agreement and each such other agreement and instrument (including, without limitation, the other Buyer Documents Escrow Agreement and the Employment Agreement to which such Seller is or will be a party) in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (iia) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws person, except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedRequired Consents; (iiib) if the Required Consents are obtained, violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer such Seller is a party or by or to which such Seller is or the Buyer or any of its properties is Shares are or may be bound or subject; or (ivc) if the Required Consents are obtained, violate Applicable any Law or Order of any Governmental Entity Body applicable to such Seller or to the BuyerShares; or (d) result in the creation of any Lien on the Shares.

Authority to Execute and Perform Agreement. The Buyer Each Seller has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer such Seller in connection with the consummation of the transactions contemplated by this Agreement (collectively together with this Agreement, the "Buyer Seller Documents"), and to consummate the --------------- ---------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer such Seller and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes a legal, valid and binding obligation of the Buyer such Seller enforceable against the Buyer such Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents in accordance with their respective its terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under Person, (ii) violate or conflict with the HSR Act and applicable securities laws declaration of trust or related documents of such Seller or, except for the consent of the lenders under the Buyer's credit agreementas set forth in Schedule 3.2, which the Buyer has obtained; (iii) ------------ violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract material agreement, contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other instrument or obligation (collectively, "Contracts") to which the Buyer such Seller --------- is a party or by or to which the Buyer such Seller is or any of its properties is such Seller's Shares are or may be bound or subject; , or (iviii) violate Applicable Law or an Order (as hereafter defined) of any Governmental Entity applicable to the Buyersuch Seller or to such Seller's Shares.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which the Buyer is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by the Buyer, and on the Closing Date, each and every agreement and instrument contemplated hereby to which the Buyer and, is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer of this Agreement and each and every other agreement and instrument contemplated hereby to which the other Buyer Documentsis a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-Laws laws (or comparable instruments) of the Buyer; (iib) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.or

Authority to Execute and Perform Agreement. The Buyer has the --- ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer ExlService Holdings has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which ExlService Holdings is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by ExlService Holdings, and on the Buyer andClosing Date, each and every agreement and instrument contemplated hereby to which ExlService Holdings is a party will be duly executed and delivered by ExlService Holdings and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer ExlService Holdings enforceable against the Buyer ExlService Holdings in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer ExlService Holdings of this Agreement and the each and every other Buyer Documentsagreement and instrument contemplated hereby to which ExlService Holdings is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer ExlService Holdings of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate certificate of Incorporation incorporation, by-laws or By-Laws comparable instruments of the BuyerExlService Holdings; (iib) require the Buyer ExlService Holdings to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer ExlService Holdings is a party or by or to which the Buyer ExlService Holdings or any of its their properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the BuyerExlService Holdings.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-By- Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (iv) violate Applicable Law or Order of any Governmental Entity applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreementand every agreement and instrument (including, documentwithout limitation, the Escrow Agreement) contemplated hereby to which the Buyer is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by the Buyer, and on the Closing Date, each and every agreement and instrument (including, without limitation, the Escrow Agreement) contemplated hereby to which the Buyer and, is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement) will be valid and binding obligation obligations of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar bankruptcy and insolvency laws affecting the enforcement of and by creditors' rights generally; . Except as set forth on Schedule 5.2 and (c) as filings under the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to HSR Act, the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer of this Agreement and each and every other agreement and instrument (including, without limitation, the other Escrow Agreement) contemplated hereby to which the Buyer Documentsis a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and each such other agreement and instrument (including, without limitation, the other Buyer Documents Escrow Agreement) in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate Articles of Incorporation or By-Laws laws (or comparable instruments) of the Buyer; (iib) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer Each Purchaser Party has ------------------------------------------ the full legal right and power and all corporate authority and approvals required to enter into, execute and deliver this Agreement and to perform fully each other agreement, document, or instrument or certificate contemplated by of their respective obligations hereunder. Each of this Agreement to be executed and the other agreements and other instruments being delivered at the Closing by Buyer in connection with the consummation of the transactions contemplated Purchaser Parties have been duly authorized by this Agreement (collectively the "Buyer Documents"), all necessary corporate action and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement has have been or will have been duly executed and delivered by the Buyer andPurchaser Parties and (assuming the due authorization, assuming due execution and delivery hereof by each of the other parties heretoSellers) are, this Agreement or will be when executed and delivered, valid and binding obligation obligations of the Buyer each Purchaser Party enforceable against the Buyer in accordance with its terms except: (a) their terms. Except for any filings as rights to indemnity hereunder may be limited by federal required under the HSR Act and the expiration or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion termination of the court before which any proceeding therefor may be brought. The execution waiting period under the HSR Act, the execution, delivery and delivery by the Buyer performance of this Agreement by the Purchaser Parties and the other Buyer Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and the other Buyer Documents in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of violate any provision of the Certificate Organizational Documents of Incorporation or By-Laws of the Buyerany Purchaser Party; (ii) require the Buyer any Purchaser Party to obtain any consent, approval, authorization approval or action of, or make any filing with or give any notice to, any Governmental Entity Authority or any other Person person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedas set forth in Section 7.6; (iii) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, cancel or accelerate any obligation or to receive any material benefit under or constitute (or with notice or lapse of time or both would constitute) a default underunder any contract, or result in the creation of any Contract to which Lien upon the Buyer is a party assets or by or to which the Buyer or properties of any of its properties is or may be bound or subjectPurchaser Party; or (iv) violate Applicable Law any Order against, or Order of binding upon, any Governmental Entity applicable to the BuyerPurchaser Party or its properties or business; or (v) violate any Law.

Authority to Execute and Perform Agreement. The Buyer has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreementand every agreement and instrument (including, documentwithout limitation, the Escrow Agreement and the Employment Agreements) contemplated hereby to which the Buyer is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by the Buyer, and on the Closing Date, each and every agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) contemplated hereby to which the Buyer and, is a party will be duly executed and delivered by the Buyer and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument (including, without limitation, the Escrow Agreement and the Employment Agreements) will be valid and binding obligation obligations of the Buyer enforceable against the Buyer in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer of this Agreement and each and every other agreement and instrument (including, without limitation, the other Escrow Agreement and the Employment Agreements) contemplated hereby to which the Buyer Documentsis a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer of this Agreement and each such other agreement and instrument (including, without limitation, the other Buyer Documents Escrow Agreement and the Employment Agreements) in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate Articles of Incorporation or By-Laws laws (or comparable instruments) of the Buyer; (iib) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer is a party or by or to which the Buyer or any of its properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the Buyer.

Authority to Execute and Perform Agreement. The Buyer Seller has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which the Seller is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by the Buyer andSeller, and on the Closing Date, each and every agreement and instrument contemplated hereby to which the Seller is a party will be duly executed and delivered by the Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer Seller enforceable against the Buyer it in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer Seller of this Agreement and each and every agreement and instrument contemplated hereby to which the other Buyer DocumentsSeller is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer Seller of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation or By-Laws laws (or comparable instruments) of the BuyerSeller; (iib) require the Buyer Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws person, except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainednotification to CIT; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer Seller is a party or by or to which the Buyer Seller is, or any of its properties is or the Interests may be be, bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the BuyerSeller or to the Interests; or (e) result in the creation of any Lien on the Interests.

Authority to Execute and Perform Agreement. The Buyer Such Seller has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which such Seller is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully such Seller's obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by such Seller, and on the Buyer andClosing Date, each and every agreement and instrument contemplated hereby to which such Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be the valid and binding obligation obligations of the Buyer such Seller enforceable against the Buyer such Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer such Seller of this Agreement and the other Buyer Documentseach and every agreement and instrument contemplated hereby to which such Seller is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Seller of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of if applicable, violate any provision of the Certificate SATZUNG (articles of Incorporation or By-Laws association) of the Buyersuch Seller; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iiib) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer such Seller is a party or by or to which such Seller is or the Buyer or any of its properties is Shares held by such Seller are or may be bound or subject; (c) require such Seller to obtain any consent, approval, authorization or action of, or make, other than filings required under the HSR Act, any filing with or notice to, any Governmental Body or any other person; (ivd) if the HSR Act approval is obtained, violate Applicable any Law of any Governmental Body or any Order of any Governmental Entity Body applicable to such Seller or to the BuyerShares held by such Seller; or (e) result in the creation of any Lien on the Shares held by such Seller.

Authority to Execute and Perform Agreement. The Buyer Each Seller has --- ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer such Seller in connection with the consummation of the transactions contemplated by this Agreement (collectively together with this Agreement, the "Buyer Seller Documents"), and to consummate the --------------- transactions contemplated ---------------- hereby and thereby. This Agreement has been duly executed and delivered by the Buyer such Seller and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes a legal, valid and binding obligation of the Buyer such Seller enforceable against the Buyer such Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents in accordance with their respective its terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under Person, (ii) violate or conflict with the HSR Act and applicable securities laws declaration of trust or related documents of such Seller or, except for the consent of the lenders under the Buyer's credit agreementas set forth in Schedule -------- 3.2, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any of the terms and --- conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract material agreement, contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other instrument or obligation (collectively, "Contracts") --------- to which the Buyer such Seller is a party or by or to which the Buyer such Seller is or any of its properties is such Seller's Shares are or may be bound or subject; , or (iviii) violate Applicable Law or an Order (as hereafter defined) of any Governmental Entity applicable to the Buyersuch Seller or to such Seller's Shares.

Authority to Execute and Perform Agreement. The Buyer Such Preferred ------------------------------------------ Stockholder has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which it is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by such Preferred Stockholder, and on the Buyer andClosing Date, each and every agreement and instrument contemplated hereby to which such Preferred Stockholder is a party will be duly executed and delivered by it and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer such Preferred Stockholder enforceable against the Buyer it in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution execu tion and delivery by the Buyer such Preferred Stockholder of this Agreement and the other Buyer Documentseach and every agreement and instrument contemplated hereby to which it is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Preferred Stockholder of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (iia) require the Buyer such Preferred Stockholder to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiib) violate or conflict with the articles of incorporation or bylaws or other organization documents of such Preferred Stockholder, as applicable; (c) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract contract or agreement to which the Buyer such Preferred Stockholder is a party or by or to which the Buyer such Preferred Stockholder is or any of its properties is Preferred Shares are or may be bound or subject; or (ivd) violate Applicable Law or Order result in the creation of any Governmental Entity applicable to the BuyerLien (as defined below) on any Preferred Shares.

Authority to Execute and Perform Agreement. The Buyer Purchaser has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which the Purchaser is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully its obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by the Buyer andPurchaser, and on the Closing Date each and every agreement and instrument contemplated hereby to which the Purchaser is a party will be duly executed and delivered by the Purchaser and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer Purchaser enforceable against the Buyer Purchaser in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer Purchaser of this Agreement and each and every other agreement and instrument contemplated hereby to which the other Buyer DocumentsPurchaser is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer Purchaser of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (ia) conflict with or result in any breach of violate any provision of the Certificate of Incorporation Purchaser's governing or By-Laws of the Buyerorganizational documents; (iib) except for filings or approvals required in connection with Government Requirements, require such the Buyer Purchaser to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedperson; (iiic) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer Purchaser is a party or by or to which the Buyer Purchaser or any of its properties is or may be bound or subject; or (ivd) violate Applicable any Law or Order of any Governmental Entity Body applicable to the BuyerPurchaser.

Authority to Execute and Perform Agreement. The Buyer Purchaser has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement. Each of this Agreement and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), and to consummate the --------------- transactions contemplated hereby and thereby. This Agreement Related Agreements has been duly executed and delivered by and is the Buyer and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be valid and binding obligation of the Buyer such Purchaser enforceable against the Buyer in accordance with its terms except: (a) as rights terms, except to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such extent that its enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar other laws affecting the enforcement of creditors' rights generally; generally and (c) as by principles of equity regarding the remedy availability of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughtremedies. The execution execution, delivery and delivery performance by the Buyer Purchaser of this Agreement and the other Buyer DocumentsRelated Agreements, and the consummation purchase by Purchaser of the transactions contemplated hereby Shares hereunder, (a) are within Purchaser's corporate power and thereby and authority, (b) have been duly authorized by all necessary corporate proceedings of Purchaser, (c) do not conflict with or result in any breach or violation of any provision of the performance by the Buyer Certificate of this Agreement and the other Buyer Documents Incorporation (or similar organizational documents) or Bylaws (or similar governing documents) of such Purchaser, (d) do not conflict with or result in accordance with their respective terms and conditions will not any breach or violation of any provision of any law, regulation, order, judgment, writ, injunction, license or permit, applicable to such Purchaser, or (ie) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under the HSR Act and applicable securities laws except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtained; (iii) violate, conflict with or result in the breach violation of any of the terms and or conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, or give rise to the creation of any Contract lien upon any of the property or assets of Purchaser, under any contract, agreement, lease or other instrument to which the Buyer Purchaser is a party or by or to which the Buyer or any of its respective assets or properties is bound, the consequences of which, with respect to this clause (e), could reasonably be expected to have a material adverse effect on the validity or may be bound enforceability of this Agreement or subject; the Related Agreements or (iv) violate Applicable Law or Order on the ability of Purchaser to perform its obligations under any Governmental Entity applicable to the Buyerof such agreements.

Authority to Execute and Perform Agreement. The Buyer Each Seller has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver as applicable, this Agreement Agreement, and each other agreement, document, or instrument or certificate contemplated by this Agreement to be executed by Buyer such Seller in connection with the consummation of the transactions contemplated by this Agreement (collectively together with this Agreement, the "Buyer Seller Documents"), and to consummate the --------------- transactions contemplated hereby and ----------------- thereby. This Agreement has been duly executed and delivered by the Buyer such Seller and, assuming due execution and delivery hereof by the other parties hereto, this Agreement will be constitutes a legal, valid and binding obligation of the Buyer such Seller enforceable against the Buyer such Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The execution and delivery by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer such Seller of this Agreement and each of the other Buyer Seller Documents in accordance with their respective its terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (ii) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity or any other Person other than any filings required under Person, (ii) violate or conflict with the HSR Act and applicable securities laws declaration of trust or related documents of such Seller or, except for the consent of the lenders under the Buyer's credit agreementas set forth in Schedule 3.2, which the Buyer has obtained; (iii) violate, conflict with or result in the breach of any ------------ of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract material agreement, contract, indenture, lease, license, mortgage, plan, arrangement, commitment or other instrument or obligation (collectively, "Contracts") to which the Buyer such Seller is a party or by or to which the Buyer --------- such Seller is or any of its properties is such Seller's Shares are or may be bound or subject; , or (iviii) violate Applicable Law or an Order (as hereafter defined) of any Governmental Entity applicable to the Buyersuch Seller or to such Seller's Shares.

Authority to Execute and Perform Agreement. The Buyer Each of the Sellers has ------------------------------------------ the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement and each other agreement, document, and every agreement and instrument contemplated hereby to which such Seller is or instrument or certificate contemplated by this Agreement to will be executed by Buyer in connection with the consummation of the transactions contemplated by this Agreement (collectively the "Buyer Documents"), a party and to consummate the --------------- transactions contemplated hereby perform fully such Seller's obligations hereunder and therebythereunder. This Agreement has been duly executed and delivered by each of the Buyer andSellers, and on the Closing Date, each and every agreement and instrument contemplated hereby to which each Seller is a party will be duly executed and delivered by such Seller and (assuming due execution and delivery hereof and thereof by the other parties hereto, hereto and thereto) this Agreement and each such other agreement and instrument will be valid and binding obligation obligations of the Buyer each Seller enforceable against the Buyer each Seller in accordance with its terms except: (a) as rights to indemnity hereunder may be limited by federal or state securities laws or the public policies embodied therein; (b) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally; and (c) as the remedy of specific performance and other forms of injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be broughttheir respective terms. The execution and delivery by the Buyer each Seller of this Agreement and the other Buyer Documentseach and every agreement and instrument contemplated hereby to which such Seller is a party, the consummation of the transactions contemplated hereby and thereby and the performance by the Buyer each Seller of this Agreement and the each such other Buyer Documents agreement and instrument in accordance with their respective terms and conditions will not (i) conflict with or result in any breach of any provision of the Certificate of Incorporation or By-Laws of the Buyer; (iia) require the Buyer such Seller to obtain any consent, approval, authorization or action of, or make any filing with or give any notice to, any Governmental Entity Body or any other Person other than any filings required under the HSR Act and applicable securities laws person, except for the consent of the lenders under the Buyer's credit agreement, which the Buyer has obtainedRequired Consents; (iiib) if the Required Consents are obtained, violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any Contract to which the Buyer such Seller is a party or by or to which such Seller is or the Buyer or any of its properties is Shares are or may be bound or subject; or (ivc) if the Required Consents are obtained, violate Applicable any Law or Order of any Governmental Entity Body applicable to such Seller or to the BuyerShares; or (d) result in the creation of any Lien on the Shares.