Common use of Corporate Authority; Non-contravention Clause in Contracts

Corporate Authority; Non-contravention. OICco has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco and the consummation by OICco of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICco. This Agreement has been duly executed and when delivered by OICco shall constitute a valid and binding obligation of OICco, enforceable against OICco in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICco, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco or could not prevent, hinder or materially delay the ability of OICco to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco SHE has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco SHE and the consummation by OICco SHE of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcoSHE. This Agreement has been duly executed and when delivered by OICco SHE shall constitute a valid and binding obligation of OICcoSHE, enforceable against OICco SHE in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco under SHE under, (i) its articles of incorporation, bylaws, or other charter documents; documents of SHE (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcoSHE, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcoSHE, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco SHE or could not prevent, hinder or materially delay the ability of OICco SHE to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco GGFI has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco GGFI and the consummation by OICco them of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcoGGFI. This Agreement has been duly executed and when delivered by OICco GGFI shall constitute a valid and binding obligation of OICcoGGFI, enforceable against OICco GGFI, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien security interest upon any of the properties or assets of OICco under GGFI under, (i) its their respective certificates or articles of incorporation, bylaws, bylaws or other organizational or charter documents; , (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcoGGFI, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcoGGFI, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens security interests that individually or in the aggregate could not have a material adverse effect with respect to OICco GGFI or could not prevent, hinder or materially delay the ability of OICco GGFI to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco the Company and the consummation by OICco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcothe Company. This Agreement has been duly executed and when delivered by OICco the Company shall constitute a valid and binding obligation of OICcothe Company, enforceable against OICco the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco under the Company under, (i) its articles the Company’s certificate of incorporation, bylawsmemorandum of association, articles of association, bylaws or other organizational or charter documents; documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcothe Company, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco the Company or could not prevent, hinder or materially delay the ability of OICco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco The Vendor has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco the Vendor and the consummation by OICco the Vendor of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcothe Vendor. This Agreement has been duly executed and when delivered by OICco the Vendor shall constitute a valid and binding obligation of OICcothe Vendor, enforceable against OICco the Vendor, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of OICco under the Vendor under, (i) its the Vendor’s certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICco, its properties or assets; or (iii) subject to documents of the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICco, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco or could not prevent, hinder or materially delay the ability of OICco to consummate the transactions contemplated by this Agreement.Vendor,

Corporate Authority; Non-contravention. OICco has The Company and the Shareholders have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions Transactions contemplated by this Agreementhereunder. The execution and delivery of this Agreement by OICco the Company and the Shareholders and the consummation by OICco the Company of the transactions contemplated hereby Transactions have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcothe Company and the Shareholders. This Agreement has been duly executed and when delivered by OICco the Company and the Shareholder shall constitute a valid and binding obligation of OICcothe Company and the Shareholder, enforceable against OICco the Company and the Shareholder in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of OICco under the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents; documents of the Company (the “Company Charter Documents”), (ii) any any, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to OICcothe Company or the Shareholder, its theirs properties or assets; Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to OICcothe Company or the Shareholder, its their properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to OICco the Company or could not prevent, hinder or materially delay the ability of OICco the Company or the Shareholder to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Non-contravention. OICco TTHX has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco TTHX and the consummation by OICco TTHX of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcoTTHX. This Agreement has been duly executed and when delivered by OICco TTHX shall constitute a valid and binding obligation of OICcoTTHX, enforceable against OICco TTHX in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco TTHX under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcoTTHX, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcoTTHX, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco TTHX or could not prevent, hinder or materially delay the ability of OICco TTHX to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco the Company and the consummation by OICco the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcothe Company. This Agreement has been duly executed and when delivered by OICco the Company shall constitute a valid and binding obligation of OICcothe Company, enforceable against OICco the Company and the Selling Shareholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco under the Company under, (i) its the Company’s certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents; documents of the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcothe Company, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcothe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco the Company or could not prevent, hinder or materially delay the ability of OICco the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco The Vendor has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco the Vendor and the consummation by OICco the Vendor of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcothe Vendor. This Agreement has been duly executed and when delivered by OICco the Vendor shall constitute a valid and binding obligation of OICcothe Vendor, enforceable against OICco the Vendor, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets of OICco under the Vendor under, (i) its the Vendor’s certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents; documents of the Vendor, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcothe Vendor, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcothe Vendor, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect with respect to OICco the Vendor or could not prevent, hinder or materially delay the ability of OICco the Vendor to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco Buyer has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this AgreementTransactions. The execution and delivery of this Agreement by OICco Buyer and the consummation by OICco Buyer of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcoBuyer. This Agreement has been duly executed and when delivered by OICco Buyer, shall constitute a valid and binding obligation of OICcoBuyer, enforceable against OICco Buyer in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement Transactions and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of OICco under Buyer under, (i) its articles the Certificate of incorporationIncorporation, bylawsBylaws, or other charter documents; documents of Buyer, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to OICcoBuyer, its properties or assets; Assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to OICcoBuyer, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to OICco Buyer or could not prevent, hinder or materially delay the ability of OICco Buyer to consummate the transactions contemplated by this AgreementTransactions.

Corporate Authority; Non-contravention. OICco PAYM has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco PAYM and the consummation by OICco PAYM of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICcoPAYM. This Agreement has been duly executed and when delivered by OICco PAYM shall constitute a valid and binding obligation of OICcoPAYM, enforceable against OICco PAYM in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco PAYM under (i) its articles of incorporation, bylaws, or other charter documents; (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcoPAYM, its properties or assets; or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcoPAYM, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco PAYM or could not prevent, hinder or materially delay the ability of OICco PAYM to consummate the transactions contemplated by this Agreement.

Corporate Authority; Non-contravention. OICco PGID has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by OICco PGID and the consummation by OICco PGID of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of OICco. PGID This Agreement has been duly executed and when delivered by OICco PGID shall constitute a valid and binding obligation of OICcoPGID, enforceable against OICco PGID in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement does do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of OICco under PGID under, (i) its articles of incorporation, bylaws, or other charter documents; documents of PGID (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to OICcoPGID, its properties or assets; , or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to OICcoPGID, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to OICco PGID or could not prevent, hinder or materially delay the ability of OICco PGID to consummate the transactions contemplated by this Agreement.