Ability to Carry Out Obligations. The Vendor has the right, power, and authority to enter into, and perform his obligations under this Agreement. The execution and delivery of this Agreement by the Vendor and the performance by the Vendor of their obligations hereunder will not cause, constitute, or conflict with or result in # any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which Vendor officers or directors or Vendor are a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto be required, # an event that would cause Vendor to be liable to any party, or # an event that would result in the creation or imposition of any lien, charge, or

Ability to Carry Out Obligations. The Purchaser has the right, power, and authority to enter into, and perform his obligations under this Agreement.

Financial Ability. Sinclair has commitments for, and will have at Closing, sufficient funds to consummate, the transactions contemplated by this Agreement, including paying when due the Estimated Closing Consideration, the Intercompany Account balance, any Excess Amount and all fees and expenses incurred by it in connection with the transactions contemplated hereby. Immediately after Closing and after giving effect to the transactions contemplated by this Agreement, the payment of the Estimated Closing Consideration and the payment of all fees and expenses related to the transactions contemplated hereby, Sinclair will be solvent.

validity of the Mortgage Loans or the ability of the Seller to carry out the transactions contemplated by each Operative Document;

Cash-out. In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Optionee, cancel the Option and pay to the Optionee the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

Cash Out. With respect to a Participant who retires under the terms of the Plan and has a Separation from Service on or after July 1, 2017, as permitted under Treas. Reg. §1.409A-3(j)(4)(v) and subject to paragraph # below, the Administrative Committee in its sole discretion may pay in a single lump sum the entire SERP Benefit of a Participant at the time when the first installment of the SERP Benefit would otherwise be paid under [Section 5.2(b)(1)], provided that, # the Company evidences such decision in writing no later than the date of payment to the Participant, # the payment results in the termination and liquidation of the Participant’s interest under the Plan and under all other plans maintained by the Company and its affiliates that are required to be aggregated with the Plan under Code Section 409A, and # the total payment amount with respect to the SERP Benefit and the benefit of any other plan required to be aggregated with the Plan under Code Section 409A does not exceed the dollar limit under Code Section 402(g)(1)(B) applicable for the year of payment. For purposes of paragraph (a)(3) above, the SERP Benefit will be calculated as the Single-Sum Amount provided in [Section 2.24] of the Plan.

No Proceedings. There is no current action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the Knowledge of NJMC, threatened against or affecting NJMC or any of its Affiliates, which could adversely affect its ability to carry out its obligations under this Agreement.

Ability to Perform. [[Organization C:Organization]] does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in the Program Documents to which it is a party on its part to be performed.

Ability to Supply. During the Term, SELLER shall commit to supply Product that meets the Specifications.

Section #: Invoicing.