Committee Authority. This Award shall be administered by the Committee, which shall adopt rules and regulations for carrying out the purposes of this Award and, without limitation, may delegate all of what, in its sole discretion, it determines to be ministerial duties to the Administrator; provided, that, the determinations under, and the interpretations of, any provision of this Award by the Committee shall, in all cases, be in its sole discretion, and shall be final and conclusive.

Committee Authority. The Committee shall have complete discretion in the exercise of its rights, powers, and duties under this Agreement. Any interpretation or construction of any provision of, and the determination of any question arising under, this Agreement shall be made by the Committee in its discretion, as described in paragraph 9. The Committee and the Audit Committee may designate any individual or individuals to perform any of its functions hereunder and utilize experts to assist in carrying out their duties hereunder.

Committee Authority. Subject to the Company’s Articles of Incorporation, Bylaws, and the provisions of this Plan, the Committee shall have full authority to grant Awards, including the following:

Power and Authority. Each of the Loan Parties has the requisite organizational power and authority to # own its assets and carry on its business and # execute, deliver and perform the Loan Documents to which it is a party and to consummate the Transactions. Each of the Loan Parties has all requisite governmental licenses, authorizations, consents and approvals to own its assets and carry on its business, except where the failure to obtain any such licenses, authorizations, consents and appraisals could not, individually or in the aggregate, reasonably be expected to have Material Adverse Effect.

Power and Authority. Pursuant to 28 C.F.R. § 0.111(i) and the Order, the USMS has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

Power and Authority. The Purchaser has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

Power and Authority. Each Borrower is duly authorized to execute, deliver and perform its Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not # require any consent or approval of any holders of Equity Interests of any Borrower, except those already obtained; # contravene the Organic Documents of any Borrower; # violate or cause a default under any Applicable Law or Material Contract; or # result in or require the imposition of any Lien (other than Permitted Liens) on any Borrower’s Property.

Power and Authority. Each Borrower and Lender represent and warrant that each has the full power and authority to enter into and perform this Agreement, all of which has been duly authorized by all necessary corporate or limited liability company action, as appropriate, and that this Agreement is valid, binding, and enforceable in accordance with its terms.

Power and Authority. All acts required to be taken by the Shareholders to enter into this Agreement and to carry out the transactions contemplated by this Agreement have been properly taken. The obligations of the Shareholders under this Agreement constitute legal, valid and binding obligations of the Shareholders, enforceable against each Shareholder in accordance with the terms hereof.

Power and Authority. Each party represents and warrants that # it has the full right, power and authority to enter into this OEM Agreement and to discharge its obligations hereunder, and # it has not entered into any agreement inconsistent with this OEM Agreement or otherwise granted any third party any rights inconsistent with the rights granted to the other party under this OEM Agreement.