Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a valid and legally binding obligation of Seller, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and, in the case of Parent, the Parent Stock Option Agreements, to perform its obligations hereunder and thereunder and (in the case of this Agreement and the Parent Stock Option Agreement subject to obtaining the Parent Shareholder Approval) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement, the Company Stock Option Agreement and the Parent Stock Option Agreements by each of Seller Parent and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Merger Sub, and the consummation by each such party of the transactions contemplated hereby and thereby thereby, have been duly authorized and unanimously approved by the respective Board of Directors of Seller. No Parent and the Merger Sub and no other corporate action on the part of either of Parent or stockholder action Merger Sub is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement, the Company Stock Option Agreement and or the Parent Stock Option Agreements by each of Seller Parent and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Merger Sub and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals than, in the case of this Agreement and the foreign SubsidiariesParent Stock Option Agreement, which corporate approvals shall have been obtained by obtaining the Closing DateParent Shareholder Approval. This Agreement, the Company Stock Option Agreement has and the Parent Stock Option Agreements have each been duly executed and delivered by Seller each of Parent and constitutes Merger Sub and each is a valid and legally binding obligation of Sellereach of Parent and Merger Sub, enforceable against it each of Parent and Merger Sub in accordance with its terms, subject to (i) the effects of except that such enforcement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. Parent and Amalgamation Sub have all requisite corporate power and authority to execute, deliver and, subject to receipt of the Required Parent Vote, perform their respective obligations under this Agreement and the Amalgamation Agreement and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and the Amalgamation Agreement by each Parent and Amalgamation Sub and the performance by Parent and Amalgamation Sub of Seller their respective obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Amalgamation Sub and all other necessary corporate action on the part of Parent and Amalgamation Sub, other than the Required Parent Vote, and no other corporate proceedings on the part of either Parent or stockholder action is Amalgamation Sub are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller the Amalgamation Agreement and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been been, and the Amalgamation Agreement will be, duly and validly executed and delivered by Seller Parent or Amalgamation Sub and, assuming due execution and constitutes delivery by the Company, shall constitute a legal, valid and legally binding obligation of Sellereach of Parent and Amalgamation Sub, enforceable against it each of Parent and Amalgamation Sub in accordance with its terms, subject to (i) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) delivery and issuance of the Note and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly authorized by the its Board of Directors of SellerDirectors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) issuance of the Note and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Buyer and constitutes a valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, 49 39 moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary Buyer and the Note will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Buyer, enforceable against Seller or such Subsidiary Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby Buyer have been duly authorized by the Board of Directors of Sellerall requisite action on its part. No other corporate or stockholder action is necessary for the authorization, execution, delivery delivery, and performance by Seller the Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller the Buyer and constitutes a legal, valid and legally binding obligation of Sellerthe Buyer, enforceable against it in accordance with its terms, subject to except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and by general equity principles. Except as described in SCHEDULE 3.2(B) hereto and as would not constitute a material adverse effect on the transactions contemplated herein, the execution, delivery and performance of this Agreement by the Buyer and the consummation by it of the transactions contemplated hereby (i) will not violate (with or without the effects giving of bankruptcynotice or the lapse of time or both) or require any consent, insolvencyapproval, fraudulent conveyancefiling or notice under, reorganizationany provision of any law, moratorium and other similar laws relating rule or regulation, court order, judgment or decree applicable to or affecting the enforcement of creditors' rights generally, Buyer; (ii) general equitable principles (whether considered will not conflict with, or result in the breach or termination of any provision of, or constitute a proceeding default under, or result in equity the acceleration of the performance of the obligations of the Buyer under the charter or at law) by-laws of the Buyer, or any indenture, mortgage, deed of trust, lease, licensing agreement, contract, instrument or other agreement to which the Buyer is a party or by which it or any of its assets is bound or affected; and (iii) an implied covenant of good faith will not require any consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Governmental Entity, except for (x) the filing pursuant to the HSR Act and fair dealing. When executed and delivered as provided in this Agreement(y) any necessary consents to transfer or assign Permits, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller the same are transferable or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingassignable.

Authorization and Validity of Agreement. The executionCompany has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, the Plan of Merger, the Voting Agreement, the Statement of Designation (when filed in accordance with the terms of the Series C Preferred Stock Purchase Agreement), the Employment Agreement, the Radcliffe Waiver and all agreements and instruments related thereto (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and thereby. The execution and delivery and performance by Seller of this Agreement and the other Transaction Documents by each the Company and the performance by the Company of Seller its obligations hereunder and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) thereunder and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and all other necessary corporate action on the part of Directors of Seller. No the Company, other corporate or stockholder action is necessary for than the authorization, execution, delivery approval and performance by Seller adoption of this Agreement by the affirmative vote of a majority of votes cast by all shareholders of the Company entitled to vote thereon at a meeting at which a quorum is present (the “Company Shareholder Approval”), and by each no other corporate proceedings on the part of Seller the Company are necessary to authorize this Agreement or the other Transaction Documents and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals and thereby (subject to the filing of the foreign Subsidiaries, which corporate approvals shall have been obtained by Statement of Designation (when filed in accordance with the Closing Dateterms of the Series C Preferred Stock Purchase Agreement)). This Agreement has and each of the other Transaction Documents have been duly and validly executed and delivered by Seller the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub and the other parties thereto (as applicable), shall constitute a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionSuch Seller has all requisite legal capacity, delivery power and performance by Seller of authority to enter into, execute and deliver this Agreement and by each of the Related Agreements to which such Seller and each Subsidiary of any other agreements contemplated hereby is (or will at the Closing be) a party, to the extent such entity is a party thereto) and the consummation by each of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of consummate the transactions contemplated hereby or thereby, to perform all of such Seller’s obligations under this Agreement and the Related Agreements to which such Seller is (or will at the Closing be) a party, and to comply with and fulfill the terms and conditions of this Agreement and the Related Agreements to which it is (or will at the Closing be) a party. If such Seller is not a natural person, such Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, with all requisite power and authority to own or lease and to operate its properties, rights and assets and to conduct its business as it is now conducted. The execution, delivery and performance of this Agreement and the Related Agreements to which such Seller is (or will at the Closing be) a party have been duly authorized by all necessary corporate or other than certain corporate approvals action (as applicable) on the part of such Seller, and no other proceedings on the part of such Seller are necessary to authorize the execution, delivery or performance by such Seller of this Agreement and each of the foreign Subsidiaries, Related Agreements to which corporate approvals shall have been obtained by such Seller is (or will at the Closing Datebe) a party. This Agreement has been, and each of the Related Agreements to which such Seller is (or will at the Closing be) a party has been or will be at the Closing, duly executed and delivered by such Seller and constitutes a constitutes, or will upon such execution and delivery, as applicable, constitute, such Seller’s legal, valid and legally binding obligation of Sellerobligation, enforceable against it such Seller in accordance with its termsterms and conditions, subject to (i) the effects of except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other or similar laws Laws relating to or affecting the enforcement of creditors' creditor’s rights generally, (ii) generally or by general equitable principles of equity (whether considered applied in a proceeding in equity at law or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party theretoequity), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) delivery and issuance of the Note and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly authorized by the its Board of Directors of SellerDirectors. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller Buyer of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to hereby, the extent such entity is a party thereto) issuance of the Note and the consummation by Seller and the Subsidiaries Buyer of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller Buyer and constitutes a valid and legally binding obligation of SellerBuyer, enforceable against it Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, Agreement and each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary Buyer and the Note will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto)Buyer, enforceable against Seller or such Subsidiary Buyer in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. Each of Modine and Newco has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder or thereunder. The execution, execution and delivery and performance by Seller of this Agreement and the Ancillary Agreements by each of Seller Modine and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Newco, and the consummation by each of them of the transactions contemplated hereby and thereby Transactions, have been duly authorized and unanimously approved by their respective boards of directors, and, assuming the Board truth of Directors the representation and warranty of Seller. No Transpro in Section 5.21, no other corporate action on the part of Modine, Newco (except for the approval of this Agreement by Modine as the sole stockholder of Newco) or stockholder action the Modine Shareholders is necessary for to authorize the authorization, execution, execution and delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and Ancillary Agreements or the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateTransactions. This Agreement has been and the Ancillary Agreements have been, or will be when executed and delivered, duly executed and delivered by Seller each of Modine and constitutes Newco, as applicable, and, to the extent it is a party thereto, each is, or will be when executed and delivered, a valid and legally binding obligation of Seller, each of Modine and Newco enforceable against it each of Modine and Newco in accordance with its terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or Laws affecting the enforcement of creditors' rights generallygenerally and by general equitable principles. Consents and Approvals; No Violations. Assuming (a) the filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act"), are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the applicable requirements of the Securities Act and the Exchange Act are met, including the filing with the SEC of a proxy statement/information statement in definitive form that will be mailed to Transpro Stockholders in connection with the Transpro Stockholders Meeting and will be mailed to the Modine Shareholders as an information statement in connection with the Spin Off (the "Proxy Statement") and of a registration statement on Form S-4 (as amended or supplemented from time to time, the "Form S-4") in which the Proxy Statement will be included as a prospectus, and declaration of effectiveness of such Form S-4, (c) the requirements under any applicable state securities or blue sky laws are met, (d) the requirements of the American Stock Exchange in respect of the listing of the shares of Surviving Corporation Common Stock to be issued hereunder are met, and (e) the filing of the Certificate of Merger and other appropriate merger documents, if any, as required by the DGCL and the NCBCA, are made, the execution and delivery of this Agreement and the Ancillary Agreements by Modine and Newco, as applicable, and the consummation by Modine and Newco of the Transactions, do not and will not (i) violate or conflict with any provision of their respective articles or certificate of incorporation or bylaws, (ii) general equitable principles (whether considered in a proceeding in equity violate or at law) and conflict with any Law or Order of any Governmental Entity applicable to Modine or any of its Subsidiaries or by which any of their respective properties or assets may be bound, (iii) an implied covenant require any filing with, or Permit, consent or approval of, or the giving of good faith any notice to, any Governmental Entity, or (iv) result in a violation or breach of, conflict with, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of, or result in the creation of any Encumbrance upon any of the properties or assets of Modine and fair dealing. When executed and delivered as provided in this Agreementits Subsidiaries under, each other agreement contemplated hereby or give rise to be executed and delivered by Seller any obligation, right of termination, cancellation, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which Modine or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent its Subsidiaries is a party thereto)or by which Modine or any of its Subsidiaries may be bound, enforceable against Seller or such Subsidiary excluding in accordance with its terms, subject to the case of clauses (i) through (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, omissions, accelerations and creations and impositions of Encumbrances which would not, individually or in the effects of bankruptcyaggregate, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating reasonably be expected to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) have an implied covenant of good faith and fair dealingAftermarket Material Adverse Effect.

Authorization and Validity of Agreement. Enron and Merger Sub are duly organized, validly existing and in good standing under the laws of the jurisdiction in which they are chartered or organized and have all requisite corporate or limited liability company power and authority, and have been duly authorized by all necessary regulatory approvals and orders to own, lease and operate their respective assets and properties and to carry on their respective businesses as now being conducted other than such regulatory approvals and orders the failure to obtain which would not, when taken together with all other such failures, have a material adverse effect on the financial condition, results of operation or business of Enron and its consolidated subsidiaries, taken as a whole (an "ENRON MATERIAL EFFECT"), and are duly qualified and in good standing to do business in each jurisdiction in which the nature of their respective business or the ownership or leasing of their respective assets and properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified and in good standing would not have an Enron Material Effect. Enron and Merger Sub have all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, execution and delivery by Enron and performance by Seller Merger Sub of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each of them of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No other all necessary corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datelimited liability company action. This Agreement has been duly executed and delivered by Seller Enron and constitutes a Merger Sub and is the valid and legally binding obligation of SellerEnron and Merger Sub, enforceable against it Enron and Merger Sub in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by Seller of this Agreement and the other Transaction Agreements by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Company and the consummation by each the Company of the transactions contemplated hereby and thereby Transactions, have been (a) duly and validly authorized and unanimously approved by the Board of Directors of Seller. No the Company and (b) approved by the Company Stockholder Approval, and no other corporate or stockholder other action on the part of the Company or its Board of Directors or stockholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each the Transaction Agreements or the consummation of Seller and each Subsidiary of any other agreements contemplated hereby (the Transactions, except to the extent (a) the Board of Directors will be required to approve any corporate actions relating to a Public Offering and listing of the Common Stock in connection therewith and (b) the stockholders of the Company will be required to approve (i) any corporate actions to amend the Company’s charter and bylaws in connection with a Public Offering and listing of the Common Stock and (ii) any Contracts regarding voting or other investor rights relating to the Company, to which any such entity stockholder is anticipated to be a party. This Agreement and the other Transaction Agreements have been (or will be, at the time of their execution) duly and validly executed and delivered by the Company and, to the extent it is a party thereto) , assuming due and the consummation valid authorization, execution and delivery hereof and thereof by Seller and the Subsidiaries each of the transactions contemplated hereby other parties thereto, as applicable, each is (or therebywill be, other than certain corporate approvals at the time of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes its execution) a valid and legally binding obligation of Seller, the Company and enforceable against it the Company in accordance with its their terms, except to the extent that its enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to Laws, now or hereinafter in effect, affecting the enforcement of creditors' ’ rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. Parent and Merger Sub have all requisite corporate power and authority to execute, deliver and perform their obligations under this Agreement and the other Transaction Documents to which either Parent or Merger Sub is a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) by Parent and Merger Sub and the consummation performance by each Parent and Merger Sub of their obligations hereunder and thereunder and the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of Seller. No each of Parent and Merger Sub (and, with respect to Merger Sub, Parent as sole shareholder of Merger Sub), and all other necessary corporate action on the part of Parent and Merger Sub, and no other corporate or stockholder action is proceedings on the part of Parent and Merger Sub are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which either Parent or Merger Sub is a party thereto) party, and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has and the other Transaction Documents to which either Parent or Merger Sub is a party have been duly and validly executed and delivered by Seller Parent and constitutes a Merger Sub and, assuming due execution and delivery by the Company and the other parties thereto (as applicable), shall constitute their legal, valid and legally binding obligation of Sellerobligation, enforceable against it them in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at lawLaw) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Such EDAC Stockholder has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which such EDAC Stockholder is a party, to perform such EDAC Stockholder's obligations hereunder and thereunder and to consummate the transactions contemplated to be performed by such EDAC Stockholder hereby. To the extent applicable, the execution, delivery and performance by Seller such EDAC Stockholder of this Agreement and by each of Seller and each Subsidiary of any the other agreements contemplated hereby (Transaction Documents to the extent such entity which it is a party thereto) party, and the consummation by each such EDAC Stockholder of the transactions contemplated hereby and thereby to be performed by such EDAC Stockholder hereby, have been duly authorized and approved by all necessary corporate, partnership or trust action on the Board part of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateEDAC Stockholder. This Agreement has been been, and as of the Closing Date the other Transaction Documents to which such EDAC Stockholder is a party will be, duly executed and delivered by Seller such EDAC Stockholder. Assuming the due execution of this Agreement and, to the extent applicable, the other Transaction Documents, by EDAC, Deanco, Xxxxxx and constitutes the other EDAC Stockholders, this Agreement is, and upon execution and delivery at the Closing of the other Transaction Documents to which such EDAC Stockholder is a party, such other Transaction Documents will be, the legal, valid and legally binding obligation obligations of Sellersuch EDAC Stockholder, enforceable against it such EDAC Stockholder in accordance with its termsthe terms thereof, except to the extent that enforceability may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples.

Authorization and Validity of Agreement. The Such Seller or Cypress has all requisite power and authority and, with respect to Sellers who are individuals, legal capacity, to execute and deliver this Agreement and to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement and the Escrow Agreement With respect to Cypress or Sellers which are not individuals, Cypress or such Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. With respect to Cypress or Sellers which are not individuals, the execution, delivery and performance by Seller of this Agreement and the Escrow Agreement by each of such Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) or Cypress and the consummation by each such Seller or Cypress of the Sale and other transactions contemplated hereby and thereby hereby, have been duly authorized and approved by its board of directors (or similar governing body), and no other entity, stockholder, member or partner action or proceeding on the Board part of Directors of such Seller or Cypress or such Seller. No other corporate ’s or stockholder action Cypress’ stockholders, members or partners is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of such Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) or Cypress and the consummation by such Seller or Cypress of the Sale and the Subsidiaries of the other transactions contemplated hereby or thereby, other than certain corporate approvals of by this Agreement and the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing DateEscrow Agreement. This Agreement has been duly executed and delivered by such Seller or Cypress and, assuming the due execution of this Agreement by Purchaser and each of the other Sellers party hereto, this Agreement constitutes a valid and legally binding obligation of Sellersuch Seller or Cypress, enforceable against it such Seller or Cypress in accordance with its terms, except to the extent that such enforceability may be subject to (i) the effects of to, and limited by, applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, receivership and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) and general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant principles. The execution of good faith and fair dealing. When executed and delivered the Escrow Agreement by the Stockholders Representative will fully bind such Seller to the escrow as provided in this Agreement, each other agreement contemplated hereby to be if the Escrow Agreement was executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingSeller.

Authorization and Validity of Agreement. The executionCompany has the requisite limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Agreement and, subject to, in the case of the consummation of the Merger, adoption of this Agreement by the affirmative vote or consent of the holders of a majority of the outstanding Common Shares (the “Required Company Vote”), to consummate the transactions contemplated hereby. The execution and delivery and performance by Seller of this Agreement and each Ancillary Agreement by each the Company and the performance by the Company of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) its obligations hereunder and the consummation by each the Company of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of Seller. No the Company and all other necessary limited liability company action on the part of the Company, subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote, and no other corporate or stockholder action is proceedings on the part of the Company (subject only, in the case of consummation of the Merger, to the receipt of the Required Company Vote) are necessary for the authorization, execution, delivery and performance by Seller of to authorize this Agreement and by each of Seller Ancillary Agreement and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or and thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Date. This Agreement has been and each Ancillary Agreement is, or when executed will be, duly and validly executed and delivered by Seller the Company and, assuming due execution and constitutes delivery by Parent and Merger Sub, shall constitute a legal, valid and legally binding obligation of Sellerthe Company, enforceable against it in accordance with its terms, subject to (ia) the effects effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws Laws relating to or affecting the enforcement of creditors' ’ rights generally, (iib) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iiic) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The Water Authority has all --------------------------------------- requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder, including the acquisition by condemnation, and the maintenance and operation, of all or part of the Nassau System and the Business. The execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by each it of the transactions contemplated hereby and thereby have been duly and validly authorized by adoption of a resolution at a public meeting of the Board Water Authority, and no other action on the part of Directors the Water Authority, other than (i) the authorization and sale of Seller. No other corporate one or stockholder action more series of bonds in the aggregate amount of not less than the sum of (A) the Acquisition Price plus (B) the Lease Repurchase Amount plus (C) the total costs of the Water Authority incurred in issuing such bonds plus (D) the total estimated expenses of the Water Authority to be incurred in connection with the transactions contemplated by this Agreement plus (E) amounts necessary for reasonable and customary working capital and reserve funds, and (ii) the adoption of a resolution approving the acquisition of the assets by condemnation after public hearing, is necessary for to authorize the authorization, execution, delivery and performance by Seller the Water Authority of this Agreement and by each of Seller and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries it of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement has been duly executed and delivered by Seller the Water Authority and, assuming the due authorization, execution and constitutes delivery hereof by JWS and the Parent, is a valid and legally binding obligation of Sellerthe Water Authority, enforceable against it the Water Authority in accordance with its terms, subject except to (i) the effects of extent that enforceability may be limited by a bankruptcy filing after the date hereof or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws relating to or affecting the enforcement of creditors' rights generallygenerally and by general equity principles, (ii) general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Authorization and Validity of Agreement. The executionEach of the Buyer, delivery Holdings BV and performance by Seller AAS Acquisitions, a Delaware limited liability company, a direct wholly-owned subsidiary of the Buyer and the direct parent of Holdings BV ("AASA") has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and by each of Seller and each Subsidiary of any all other agreements contemplated hereby hereunder (to collectively, the extent such entity is a party thereto"PRINCIPAL DOCUMENTS") and the consummation by each of to consummate the transactions contemplated hereby and thereby have been in accordance with the terms hereof and thereof. The Buyer's Board of Managers has duly authorized by the Board of Directors of Seller. No other corporate or stockholder action is necessary for the authorization, execution, delivery and performance of the Principal Documents by Seller of this Agreement and by each of Seller and each the Buyer (or has caused the relevant Subsidiary of the Buyer that is an obligor under any Principal Documents to authorize the execution, delivery and performance of such Principal Document), and no other agreements contemplated hereby (limited liability company proceedings on the part of the Buyer or any of its Subsidiaries are necessary to authorize the extent such entity is a party thereto) and the consummation by Seller and the Subsidiaries of Principal Documents or the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall hereby. The Principal Documents have been obtained by the Closing Date. This Agreement has been duly executed and delivered by Seller and constitutes a the Buyer (or the applicable Subsidiary of the Buyer that is obligated under such Principal Document) and, constitute the legal, valid and legally binding obligation of Sellerthe Buyer or the applicable Subsidiary of the Buyer that is obligated under such Principal Document, enforceable against it in accordance with its their terms, subject to (i) the effects of except as may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generallygenerally or by general principles of equity. The governing bodies of each of the Buyer, (ii) general equitable principles (whether considered in a proceeding in equity AASA and Holdings BV have duly authorized all actions required on the part of such Persons under this Agreement and the Principal Documents and no other proceedings on the part of such Persons are necessary to authorize the actions required by such Persons under this Agreement or at law) and (iii) an implied covenant of good faith and fair dealing. When executed and delivered as provided in this Agreement, each other agreement contemplated hereby to be executed and delivered by Seller or any Subsidiary will be a valid and legally binding obligation of Seller or such Subsidiary (to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingPrincipal Documents.

Authorization and Validity of Agreement. Each of Lane PC and Lisadent has full corporate power and authority, and the Shareholders have full power and authority to execute and deliver this Agreement, to perform their respective obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by each it of the transactions contemplated hereby and thereby hereby, have been duly authorized and approved by the Board of Directors and the Shareholders of Seller. No each of Lane PC and Lisadent, and no other corporate action on the part of Lane PC or stockholder action Lisadent or the Shareholders is necessary for to authorize the authorization, execution, delivery and performance by Seller of this Agreement and by each of Seller Lane PC and each Subsidiary of any other agreements contemplated hereby (to the extent such entity is a party thereto) Lisadent and the consummation by Seller and the Subsidiaries of the transactions contemplated hereby or thereby, other than certain corporate approvals of the foreign Subsidiaries, which corporate approvals shall have been obtained by the Closing Datehereby. This Agreement (but excluding the Exhibits) has been duly executed and delivered by Seller and constitutes the Shareholders and is a valid and legally binding obligation of Seller, Seller and the Shareholders enforceable against it each in accordance with its their respective terms, except to the extent that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealingprinciples. When executed and delivered as provided in this On the Closing Date, the Employment Agreement, each other agreement contemplated hereby to be the Registration Rights Agreement, the Management Services Agreement and the Ancillary Agreement, substantially in the forms attached hereto as Exhibits A, C, D and E, respectively, will have been duly executed and delivered by Seller or any Subsidiary will be a and the Shareholders and will, subject to compliance with the regulatory requirements of the State of New York with respect to dental matters, constitute valid and legally binding obligation obligations of Seller or such Subsidiary (and the Shareholders enforceable against each in accordance with their respective terms, except to the extent a party thereto), enforceable against Seller or such Subsidiary in accordance with its terms, that the enforceability thereof may be subject to (i) the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, (ii) generally and by general equitable principles (whether considered principles. Seller shall not be deemed to be in breach of this Agreement in the event the regulatory authorities of the State of New York regulating dental matters object to the transactions contemplated by this Agreement and/or initiate enforcement proceedings against Dr. Lane's dental license as a proceeding in equity or at law) and (iii) an implied covenant result of good faith and fair dealingthe transactions contemplatxx xx xxxx Agreement.