Due Authorization. The ​ has the legal capacity and authority to enter into this Agreement. All actions on the ​’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of the ​ hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of the ​ enforceable in accordance with its terms, except # as limited by applicable bankruptcy, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

No Conflict; No Other Employment. During the period of Executive’s employment with the Company, Executive shall not: # engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is pursued for gain or profit, except as approved in advance in writing by the Company; provided, however, that Executive shall be entitled to manage Executive’s personal investments and otherwise attend to personal affairs, including charitable, social and political activities in a manner that does not unreasonably interfere with Executive’s responsibilities hereunder, or # accept or engage in any other employment, whether as an employee or consultant or in any other capacity, and whether or not compensated therefor.

Conflict. If any item of Pledged Collateral also constitutes collateral granted to Lender under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other document in respect of such collateral, the provisions of this Agreement shall control unless the other deed of trust, mortgage, security agreement, pledge or instrument expressly states otherwise.

Conflict. In the event of a conflict between the Agreement and the terms of this Amendment, this Amendment shall control.

Conflict. In the event of any conflict between the Lease and this First Amendment, this First Amendment shall prevail.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party # have been duly authorized by all necessary corporate or other organizational action, # do not and will not # violate any of such Person’s Organization Documents, # result in the creation of any Lien not permitted by the Loan Documents, # violate any Contractual Obligation to which such Person is a party or by which it or any of its properties is bound or # violate any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law, except in each case referred to in clause (b)(ii)-(iv) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Authorization; No Contravention. The execution, delivery and performance of the Seller and the consummation of the transactions contemplated by this Agreement do not and will not # violate # any provision of any law or any governmental rule or regulation applicable to it, # any of its organizational documents or # any order, judgment or decree of any court or other agency of government binding on it or its properties (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any of its contractual obligations (except where the violation could not reasonably be expected to have a material adverse effect on the Purchaser); # result in or require the creation or imposition of any Lien upon any of its properties or assets (other than any Liens created under the Indenture in favor of the Collateral Trustee for the benefit of the Secured Parties); or # require any approval of its stockholders, members or partners or any approval or consent of any other Person.

Power and Authority; Due Authorization. It has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement.

an opinion of counsel covering the authorization, execution, delivery, compliance with law, no conflict with other documents, no consents and enforceability of the Subsidiary Guaranty against such Domestic Subsidiary.