Stamps.com 2011 Annual Report Download - page 94

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13.3.1 Power
. Buyer has the legal power, right and authority to enter into this Agreement and the instruments
referenced herein, and to consummate the transaction contemplated by this Agreement.
13.3.2 Requisite Action .
All requisite action (corporate, trust, partnership or otherwise) has been taken by
Buyer in connection with entering into this Agreement and the instruments referenced herein; and, by the Close of Escrow all such necessary
action will have been taken to authorize the consummation of the transaction contemplated by this Agreement. By the Close of Escrow no
additional consent of any partner, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental
authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement.
13.3.3 Individual Authority; Enforceability .
The individuals executing this Agreement and the instruments
referenced herein on behalf of Buyer have the legal power, right, and actual authority to bind Buyer to the terms and conditions hereof and
thereof. This Agreement constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms (subject
to bankruptcy, insolvency and the general rights of creditors).
13.3.4 No Conflict .
Neither the execution and delivery of this Agreement and the documents and instruments
referenced herein, nor the occurrence of the obligations set forth herein, nor the consummation of the transaction contemplated herein, nor
compliance with the terms of this Agreement and the documents and instruments referenced herein conflict with or result in the material breach
of any terms, conditions or provisions of, or constitute a default under, any bond, note, or other evidence of indebtedness or any contract,
indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreement or instrument to which Buyer is a party.
13.3.5 Bankruptcy
. Buyer has not (a) commenced a voluntary case, or had entered against it a petition, for
relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy,
insolvency or other relief for debtors, (b) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator,
liquidator, or similar official in any federal, state, or foreign judicial or non-
judicial proceeding, to hold, administer and/or liquidate all or
substantially all of its assets, or (c) made an assignment for the benefit of creditors.
13.3.6 Financing
. Buyer has the financial capability to complete the transaction contemplated herein in
accordance with the terms of this Agreement.
15