ASSET ACQUISITION AGREEMENT

EXHIBIT 99.1

EXECUTION COPY

ASSET ACQUISITION AGREEMENT

Effective as of June 30, 2009

FOR THE ACQUISITION OF

Certain Specified Assets

of

Dynamic Health Products, Inc.

By

USA Sports, LLC

ASSET ACQUISITION AGREEMENT

P ARTIES :

USA S PORTS , LLC (“ B UYER ”)

A Delaware limited liability company

905 Artis Road

Plymouth Meeting, PA 19462

D YNAMIC H EALTH P RODUCTS , I NC . (“ SELLER ”)

A Florida corporation

6950 Bryan Dairy Road

Largo, FL 33777

E FFECTIVE D ATE : June 30, 2009 (the “ Effective Date ”).

B ACKGROUND : Seller, through its various divisions, including a division focused primarily on the nutritional supplement industry (the “ Boss Division ”), is a distributor of a wide variety of non-prescription dietary supplements, vitamins, over-the-counter drugs, health and beauty care products, health food, sports nutritional products, and soft goods (the “ Seller Business ”). A portion of the Boss Division’s business includes the provision of refrigeration units to businesses selling Seller’s products (the “ Cooler Business ”). All assets relating to the Seller Business (including, without limitation, the Boss Division and the Cooler Business) and discussed herein are either wholly owned or leased by Seller. The parties desire that Seller sells and Buyer buys certain assets as further described herein (such assets, the “ Specified Assets ”), all pursuant to the terms and subject to the conditions set forth in this Asset Acquisition Agreement (the “ Agreement ”).

I NTENDING T O B E L EGALLY B OUND , in consideration of the foregoing and the mutual agreements contained herein and subject to the satisfaction of the terms and conditions set forth herein, the parties hereto agree as follows:

SECTION 1. D EFINED T ERMS

Certain defined terms used in this Agreement and not specifically defined in context are defined in this Section 1 as follows:

1.1 “ Accounts Receivable ” means (a) any right to payment for goods sold, leased or licensed or for services rendered, whether or not it has been earned by performance, whether billed or unbilled, and whether or not it is evidenced by any Contract (as defined in Section 1.8 ); (b) any note receivable; or (c) any other receivable or right to payment of any nature.

1.2 “ Additional Cash ” shall have the meaning set forth in Section 3.7 .

1.3 “ Additional Expenses ” shall have the meaning set forth in Section 3.7 .

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1.4 “Asset” means any real, personal, mixed, tangible or intangible property of any nature including Cash Assets (as defined in Section 1.5 ), prepayments, deposits, escrows, Accounts Receivable, Tangible Property (as defined in Section 1.36 ), Real Property (as defined in Section 1.30 ), Software (as defined in Section 1.33 ), Contract Rights (as defined in Section 1.10 ), Intangibles (as defined in Section 1.20 ) and goodwill, and claims, causes of action and other legal rights and remedies.

1.5 “Cash Asset” means any cash on hand, cash in bank or other accounts, readily marketable securities, security deposits, certificates of deposit and other cash-equivalent liquid assets of Seller.

1.6 “Closing Date” shall have the meaning set forth in Section 6.1 .

1.7 “Consent” means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any application, notice or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing) of, by or with, any Person (as defined in Section 1.27 ), which is necessary in order to take a specified action or actions in a specified manner and/or to achieve a specified result.

1.8 “Consignment Inventory” means inventory possessed by Seller for use in the Seller Business which is still owned by the original vendor or supplier and title and legal ownership of such inventory has not been passed to Seller.

1.9 “Contract” means any written or oral contract, agreement, instrument, order, arrangement, commitment or understanding of any nature including sales orders, purchase orders, leases, subleases, data processing agreements, maintenance agreements, license agreements, sublicense agreements, loan agreements, promissory notes, security agreements, pledge agreements, deeds, mortgages, guaranties, indemnities, warranties, employment agreements, consulting agreements, sales representative agreements, joint venture agreements, buy-sell agreements, options or warrants.

1.10 “Contract Right” means any right, power or remedy of any nature under any Contract including rights to receive property or services or otherwise derive benefits from the payment, satisfaction or performance of another party’s Obligations (as defined in Section 1.24 ), rights to demand that another party accept property or services or take any other actions, and rights to pursue or exercise remedies or options.

1.11 “Employee Benefit Plan” means any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), any “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code, “welfare benefit fund” within the meaning of Section 419 of the Code, or “qualified asset account” within the meaning of Section 419A of the Code, and any other plan, program, policy or arrangement for or regarding bonuses, commissions, incentive compensation, severance, vacation, deferred compensation, pensions, profit sharing, retirement, payroll savings, stock options, stock purchases, stock awards, stock ownership, phantom stock, stock appreciation rights, equity compensation, medical/dental expense payment or reimbursement, disability income or protection, sick pay, group insurance, self insurance, death benefits, employee welfare or fringe benefits of any nature, including those benefiting retirees or former employees.

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1.12 “Encumbrance” means any claim, interest, lien, superlien, security interest, pledge, right of first refusal, mortgage, easement, covenant, restriction, reservation, conditional sale, prior assignment, or other encumbrance, claim, burden or charge of any nature.

1.13 “Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

1.14 “Environmental Laws” means all applicable Laws (including consent decrees and administrative orders) relating to the public health and safety and protection of the environment including those governing the use, generation, handling, storage and disposal or cleanup of Hazardous Substances, all as amended.

1.15 “Good Accounts Receivable” shall have the definition set forth in Section 2.1.1.1(B) .

1.16 “Good Inventory” shall have the definition set forth in Section 2.1.1.1(A) .

1.17 “Governmental Body” means any: (a) nation, principality, republic, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multi-national organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

1.18 “Hazardous Substances” means any substance, waste, contaminant, pollutant or material that has been determined by any Governmental Body to be capable of posing a risk of injury or damage to health, safety, property or the environment including (a) all substances, wastes, contaminants, pollutants and materials defined, designated or regulated as hazardous, dangerous or toxic pursuant to any Law, and (b) asbestos, polychlorinated biphenyls (“ PCBs ”), petroleum, petroleum products and urea formaldehyde, and mold.

1.19 “including” means including but not limited to.

1.20 “Intangible” means any or all of the following and all rights in, arising out of, or associated therewith: (a) all names, corporate names, domain names, fictitious names, trademarks, trademark applications, service marks, service mark applications, trade names, brand names, product names, and slogans throughout the world; (b) all inventions (whether patentable or not), formulas, invention disclosures, improvements, trade secrets, proprietary information, know-how, product rights, technology, technical data and all documentation relating to any of

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the foregoing; (c) all United States, international and foreign patents, and patent applications and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (d) all copyrights, copyright registrations and applications therefore, and all other rights corresponding thereto throughout the world; (e) all websites, and all designs related thereto; (f) all databases and data collections and all rights therein throughout the world; (g) all moral and economic rights of authors and inventors, however denominated throughout the world; (h) any similar or equivalent rights to any of the foregoing anywhere in the world, including any logo, formula, invention, product right, technology or other intangible asset of any nature, whether in use, under development or design, or inactive; (i) Seller’s Software; and (j) any and all contractual rights that Seller may possess, to restrict, in any way, the ability of its former employees (including, without limitation Joseph Mies or Bob O’Leary), to accept employment with Buyer.

1.21 “Judgment” means any order, writ, injunction, citation, award, decree or other judgment of any nature of any Governmental Body or arbitration panel.

1.22 “to the best of Seller’s knowledge” and similar phrases mean that none of Seller, the shareholders or directors, officers or managers of Seller has any actual knowledge, implied knowledge or belief that the statement made is incorrect. For this purpose, “implied knowledge” means all information available in the books, records and files of Seller and all information that any of such persons should have known in the course of operating and managing the business and affairs of Seller.

1.23 “Law” means any provision of any foreign, federal, state or local law, statute, ordinance, charter, constitution, treaty, code, rule, regulation or guideline, including common law.

1.24 “Non-Assigned Contracts” shall have the definition set forth in Section 2.1.1(E) .

1.25 “Obligation” means any debt, liability or obligation of any nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise.

1.26 “Permit” means any license, permit, approval, waiver, order, authorization, right or privilege of any nature, granted, issued, approved or allowed by any Governmental Body.

1.27 “Person” means any individual, Entity or Governmental Body.

1.28 “Privacy Law” means any Law relating to the privacy of any Person, including the European Data Protection Directive (95/46/EC), the Data Protection Act 1998, the Personal Information Protection and Electronic Documents Act, the Health Insurance Portability and Accountability Act of 1996 and the Financial Services Modernization Act (Gramm-Leach-Bliley) of 1999, and any rules or regulations promulgated under any of the foregoing.

1.29 “Proceeding” means any demand, claim, suit, action, litigation, investigation, notice of violation, arbitration, administrative hearing or other proceeding of any nature.

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1.30 “Real Property” means any real estate, land, building, condominium, town house, structure or other real property of any nature, all shares of stock or other ownership interests in cooperative or condominium associations or other forms of ownership interest through which interests in real estate may be held, and all appurtenant and ancillary rights thereto including easements, covenants, water rights, sewer rights and utility rights.

1.31 “Recalled Inventory” means any inventory of Seller used in the Seller Business which is currently subject (or which Buyer reasonably believes likely to be subject) to a product recall or similar request to return a certain product, batch of products or type of products to the original producer or supplier of such inventory.

1.32 “Seller Employees” shall have the definition set forth in Section 2.3 .

1.33 “Software” means any computer program, operating system, application, system, firmware or software of any nature, whether operational, active, under development or design, non-operational or inactive, including all object code, source code, comment code, algorithms, processes, formulae, interfaces, navigational devices, menu structures or arrangements, icons, operational instructions, scripts, commands, syntax, screen designs, reports, designs, concepts, visual expressions, technical manuals, test scripts, user manuals and other documentation therefore, whether in machine-readable form, programming language or any other language or symbols, and whether stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature and all data bases necessary or appropriate to operate any such computer program, operating system, applications system, firmware or software.

1.34 “Specified Assets” shall have the definition set forth in Section 2.1.1 .

1.35 “Supplemental Specified Assets” shall have the definition set forth in Section 2.1.1(F) .

1.36 “Tangible Property” means any furniture, fixtures, leasehold improvements, vehicles, office equipment, computer equipment, other equipment, machinery, tools, forms, supplies or other tangible personal property of any nature.

1.37 “Tax” means (a) any foreign, federal, state or local income, earnings, profits, gross receipts, franchise, capital stock, net worth, sales, use, value added, occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, payroll, withholding, unemployment compensation, social security, retirement or other tax of any nature; (b) any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee, occupation fee, assessment, sewer rent or other fee or charges of any nature; or (c) any deficiency, interest or penalty imposed with respect to any of the foregoing.

1.38 “Tax Clearance Certificates” means documents evidencing, to Buyer’s reasonable satisfaction, that Seller has satisfied all Taxes in each of Pennsylvania and Florida.

1.39 “Tax Return” means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any governmental body in

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connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any law relating to any Tax, including any amendment thereto.

1.40 “VPX Inventory” means any inventory supplied by Vitol Pharmaceutical, Inc. to Seller.

SECTION 2. T HE T RANSACTION

2.1 Sale and Purchase of Specified Assets . On the Closing Date (as defined in Section 6.1 ), effective to the fullest extent possible at 12:01 a.m. EST on the Closing Date and subject to the other terms and conditions of this Agreement, Seller hereby sells, transfers, assigns and conveys to Buyer, and Buyer hereby purchases, all right, title and interest in and to all of the Specified Assets (as defined in Section 2.1.1 ) free and clear of any Encumbrances. Seller acknowledges and agrees that Buyer is will not, nor does it intend to, assume any liabilities of the Seller pursuant to this Agreement.

2.1.1. Specified Assets . The “ Specified Assets ” include, without limitation, the following Assets of Seller as of the Closing Date, wherever located and whether or not reflected on Seller’s books and records (but excluding the Assets specifically excepted below):

(A) All of the Good Inventory owned by Seller as of the Closing Date and, except as otherwise provided for below, valued at cost. “ Good Inventory ” shall mean all inventory, inclusive of prepaid inventory, purchased by the Boss Division (whether received or in transit) which is not (1) obsolete (provided that Buyer may choose to, at its sole discretion, purchase such obsolete inventory if the value of such inventory is, for the purposes of calculating the Purchase Price pursuant to Section 3.1 , deemed by the parties to be zero ($0)); (2) Recalled Inventory (unless Buyer can receive a dollar for dollar credit for the return of such inventory and provided that Buyer may choose to, at its sole discretion, purchase such Recalled Inventory if the value of such inventory is, for the purposes of calculating the Purchase Price pursuant to Section 3.1 , deemed by the parties to be zero ($0); (3) VPX Inventory; or (4) Consignment Inventory. For the avoidance of doubt, Good Inventory shall include inventory purchased or obtained by the Boss Division subsequent to the Effective Date.

(B) All of Seller’s Good Accounts Receivable derived from the operation of the Boss Division and valued at face value. “ Good Accounts Receivable ” shall mean all the Accounts Receivable derived from the operation of the Boss Division, excluding those (1) that are more than 60 days old; (2) for which the corresponding customer has raised any claim or defense to the payment; (3) for which Seller has reasonable grounds to believe that the corresponding customer will raise a claim or defense to payment provided that the underlying reason for such claim or defense arose prior to the Closing Date; or (4) for which Seller has recognized or booked on their “Allowance for Bad Debt” account schedule. For the avoidance of doubt, Good Accounts Receivable shall include accounts receivable generated by the Boss Division subsequent to the Effective Date from the sale of Good Inventory.

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(C) All of the Tangible Property (1) used in the operation of the Boss Division or located on the premises where the Seller Business is conducted; (2) owned by Seller as of the Closing Date; and (3) set forth on Schedule 2.1.1(C) .

(D) All Intangibles (1) owned by Seller or under development by Seller as of the Closing Date; (2) used by the Boss Division; and (3) set forth on Schedule 2.1.1(D) .

(E) All of Seller’s Contract Rights under the Specified Contracts excluding Contract Rights under (1) this Agreement and any other Contracts entered into by Seller with Buyer in connection with the transactions contemplated by this Agreement; (2) Contracts that constitute or evidence Employee Benefit Plans of Seller; (3) all Contracts relating to the acquisition of Seller or any of Seller’s predecessors or affiliates, provided that the Specified Assets shall include the rights of Seller with respect to all noncompetition, nondisclosure and other restrictive covenants made for the benefit of Seller or its predecessors in any such Contract; (4) all Contracts relating to the lease of Real Property leased by Seller in connection with the Boss Division; and (4) all Contract Rights under any Specified Contracts requiring a material Consent that is not obtained on or before the Closing Date (“ Non-Assigned Contracts ”); provided that, once such material Consent is obtained, the Contract Rights under such Specified Contract shall be deemed, automatically and without further action by the parties, to be included in the Specified Assets as of the date such material Consent is delivered to Buyer. “ Specified Contracts ” shall means all those specific Contracts set forth on Schedule 2.1.1(E) .

(F) All transferable rights under all Permits granted or issued to Seller or otherwise held by Seller in connection with the Boss Division as operated at the Nevada and Scranton locations (collectively the “ Specified Premises ”) as of the Closing Date (together with the other Assets described in Sections 2.1.1(C) through 2.1.1(F) hereof, the “ Supplemental Specified Assets ”).

2.2 No Liabilities . Notwithstanding any other provisions of this Agreement, Buyer shall not purchase the Specified Assets subject to, and Buyer shall not in any manner assume or be liable or responsible for any Obligations of Seller, except Obligations arising under the Specified Contracts subsequent to the Closing Date which are explicitly assumed by the Buyer with the Consent of the applicable counterparty. All Obligations shall remain the sole responsibility of Seller, and Seller shall pay and discharge such Obligations in full as the same become due.

2.3 Seller’s Employees . In no event shall Buyer be obligated to offer employment to any former or current employee of Seller (collectively, the “ Seller Employees ”). For the avoidance of doubt, nothing herein shall prevent Buyer, with Seller’s permission, from offering employment to the Seller Employees not then currently employed by Seller at any time. In the event that Buyer does offer employment to a Seller Employee, Seller shall, at all times, remain solely liable for any and all obligations arising from any Seller Employee’s previous employment with Seller including, without limitation, any severance benefits due to such employee.

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SECTION 3. P URCHASE P RICE

3.1 Purchase Price and Allocation . Subject to the adjustments described in Sections 3.4 and 3.5 , the purchase price for the Specified Assets (“ Purchase Price ”) shall be $2,223,351.03.

3.2 Currency and Method of Payment . All dollar amounts stated in this Agreement are stated in United States’ currency, and all payments required under this Agreement shall be paid in United States’ currency. All payments required under this Agreement, with the exception of the Note, shall be made as follows: (a) any payment may be made by wire transfer of immediately available United States federal funds; (b) any payment exceeding $100,000 shall be made by wire transfer of immediately available United States federal funds; (c) any payment exceeding $10,000, but not exceeding $100,000, may be made by bank certified, treasurer’s or cashier’s check; and (d) any payment not exceeding $10,000 may be made by ordinary check.

3.3 Purchase Price Allocation . The Purchase Price shall be allocated among the Specified Assets. Buyer shall prepare an allocation (“Allocation Statement”) of the Purchase Price among the Specified Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Buyer shall deliver the Allocation Statement to the Seller no later than sixty (60) days following the Closing Date. Seller shall notify Buyer of any objections to the Allocation Statement within fifteen (15) days after the Seller receives the Allocation Statement. If Seller does not notify Buyer of any objections to the Allocation Statement, within that fifteen (15) day period, the Allocation Statement shall be construed as final. If Seller notifies Buyer of an objection to the Allocation Statement by the end of the fifteen (15) day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Allocation Statement shall be submitted to a mutually agreed upon nationally recognized independent certified public accounting firm (the “ Arbiter ”) for resolution, with the costs of the Arbiter paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer, and the Arbiter shall be instructed to deliver a finalized Allocation Statement as soon as possible. Buyer and Seller and their respective affiliates shall report, act and file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Allocation Statement. Neither Buyer, Seller or any of their affiliates shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with the information set forth on the Allocation Statement, unless required to do so by applicable Law.

3.4 Transactions after Effective Date . Buyer and Seller agree that in between the Effective Date and the Closing Date (the “ Adjustment Period ”) the normal business operations of the BOSS Division shall continue until Closing and a corresponding adjustment shall be made to the Purchase Price. All Good Inventory sold for cash, C.O.D. or via credit card and Good Accounts Receivable collected after the Effective Date, (the “ Additional Cash ”) shall be reduced for expenses for rent paid, for employees and other goods and services used to support the normal and customary business operations of the BOSS Division, as reasonably agreed upon by Buyer and Seller (the “ Additional Expenses ”). The amount by which the Additional Cash exceeds the Additional Expenses shall be called the “ Additional Net Profit ”. If the Additional Expenses exceed the Additional Cash the difference shall be called the “ Additional Net Loss ”. Seller shall credit the Purchase Price (and Buyer can reduce the cash portion of the Purchase

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Price) in an amount equal to the Additional Net Profit. If there is an Additional Net Loss then the Purchase Price shall be increased by the amount of the Additional Net Loss and that amount shall be paid in cash at Closing. Any adjustment made to the Purchase Price hereunder shall be referred to as a “ Operations Adjustment ”. Buyer shall determine such Operations Adjustment (such determination the “ Initial Operations Adjustment ”) prior to the Closing and adjust any amount due to Seller at Closing accordingly. For purposes of clarification, all proceeds of the Specified Assets as they existed on the Effective Date will be considered Specified Assets and will be delivered to Buyer on the Closing Date and thereafter if received after the Closing Date.

3.5 Buyer shall provide Seller with a subsequent determination of the Operations Adjustment (the “ Actual Operations Adjustment ”) within ten (10) days after the Closing. Seller shall notify Buyer of any objections to the amount of the Actual Operations Adjustment within fifteen (15) days after the provision of such Actual Operations Adjustment by Buyer. If Seller does not notify Buyer of any objections to the amount of the Actual Operations Adjustment within that fifteen (15) day period, the Actual Operations Adjustment shall be construed as final. If Seller and Buyer are unable to resolve their differences, if any, within fifteen (15) days thereafter with regard to the Actual Operations Adjustment, then such dispute shall be submitted to a mutually agreed upon third party (the “ Adjustment Arbiter ”) for resolution, with the costs of the Adjustment Arbiter paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer, and the Adjustment Arbiter shall be instructed to deliver a final Operations Adjustment amount as soon as possible (the “ Final Operations Adjustment ”). Thereafter, the Purchase Price will be recalculated to reflect the Actual Operations Adjustment or the Final Operations Adjustment, as applicable, (the “ Adjusted Purchase Price ”) and (a) if the Purchase Price actually paid by Buyer to Seller at Closing was greater than the Adjusted Purchase Price, Seller shall remit such difference to Buyer within ten (10) days and (b) if the Purchase Price actually paid by Buyer to Seller at Closing was less than the Adjusted Purchase Price, Buyer shall remit such difference to Seller within ten (10) days.

SECTION 4. R EPRESENTATIONS O F S ELLER

Knowing that Buyer is relying thereon, Seller represents and warrants to Buyer and covenants with Buyer, as set forth below in this Section 4 .

4.1 Organization.

(a) Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Florida. Seller possesses the full corporate power and authority to enter into and perform its obligations under this Agreement. Seller possesses the full corporate power and authority: (i) to own and use the Specified Assets in the manner in which such assets are currently owned and used and (ii) to conduct the Seller Business, with respect to the Boss Division, as such business is currently being conducted and as Seller proposed to conduct such business.

(b) Except as described on Schedule 4.1(b), Seller has never acquired or succeeded to all or any portion of the Specified Assets or businesses of any other Person, and there is no other Person that may be deemed to be a predecessor of Seller.

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(c) Schedule 4.1(c) sets forth, for Seller: (i) its exact legal name; (ii) its corporate business form and jurisdiction and date of formation; (iii) its federal employer identification number; (iv) its headquarters address, telephone number and facsimile number; (v) its directors and officers, indicating all current title(s) of each individual; (vi) its registered agent or office in its jurisdiction of formation (if applicable); (vii) all foreign jurisdictions in which it is qualified and/or registered to do business, the date it so qualified or registered, and its registered agent and/or office in each such jurisdiction (if applicable); (viii) all fictitious, assumed or other names of any type that are registered or used by it or under which it has done business at any time since such company’s date of incorporation; and (ix) any name changes, recapitalizations, mergers, reorganizations or similar events since its date of formation.

(d) Accurate and complete copies of the articles or certificate of incorporation, bylaws and other organization and related documents, each as amended to date, and all Contracts relating to the acquisition or formation of Seller (or its affiliates or predecessors), have been delivered to Buyer.

4.2 Authority; Non-Contravention.

(a) Seller has the absolute and unrestricted right, power and authority to enter into, execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller has been duly authorized by all necessary corporate actions. This Agreement constitutes the legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.

(b) Except as set forth on Schedule 4.2 , neither the execution, delivery and performance of this Agreement nor the consummation or performance of any of the transactions contemplated hereby by Seller will directly or indirectly (with or without notice or lapse of time):

(i) contravene, conflict with or result in a violation of (a) any of th