Common use of Authority and Absence of Conflict Clause in Contracts

Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) The execution, delivery and performance of this Agreement by Parent or Purchaser, the consummation by them of the transactions contemplated hereby, and the compliance by Parent or Purchaser with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser or any other direct or indirect subsidiary of Parent under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser or any other direct or indirect subsidiary of Parent is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances which, in the aggregate, would not have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the Merger or the Offer. 14 18 (c) Other than in connection with or in compliance with the provisions of the DGCL, the HSR Act, the Exchange Act and the "takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not materially impair the ability of Parent and Purchaser to perform their obligations hereunder or have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the Merger or Offer in any material respect. 4.4

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly authorized by all necessary corporate actionthe Board of Directors of the Company, and and, except for the approval of the holders of outstanding Shares (if required under the DGCL) as set forth in Section 6.2 of this Agreement, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, 8 12 delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (assuming due authorization, execution and delivery by the CompanyParent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. The only vote required to authorize the Merger is the affirmative vote of a majority of the outstanding Shares. The Company has elected, pursuant to its charter, not to be subject to Section 203 of the DGCL. (b) The execution, delivery and performance of this Agreement by Parent or Purchaserthe Company, the consummation by them the Company of the transactions contemplated hereby, and the compliance by Parent or Purchaser the Company with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser the Company or any other direct or indirect subsidiary of Parent under its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent the Company or Purchaserany of its subsidiaries, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser the Company or any other direct or indirect subsidiary of Parent its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent the Company or Purchaser its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances (A) which, in the aggregate, would not have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger or the Offer in any material respect; or (B) which are cured, waived or terminated prior to the acceptance for payment of Shares by Purchaser under the Offer. 14 18 (c) Other than in connection with or in compliance with the provisions of the DGCL, the Hart-Xxxxx-Xxxxxx Xxxi-trust Improvements Act of 1976, as amended (the "HSR Act"), the Exchange Act and the "takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by each of Parent and Purchaser the Company and the consummation by Parent and Purchaser the Company of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, filings or obtain such authorizations, consents or approvals would, in the aggregate, not materially impair the ability of Parent and Purchaser to perform their obligations hereunder or have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger or Offer or otherwise prevent or delay the Company from performing its obligations under this Agreement in any material respect. 4.43.4

Authority and Absence of Conflict. (a) Each of Parent and Purchaser The Company has the requisite corporate power and authority to enter into this Agreement and Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser the Company and the consummation by Parent and Purchaser it of the transactions contemplated hereby have been duly and unanimously authorized by all necessary corporate actionthe Board of Directors of the Company, and and, except for the Company Shareholder Approval, no other corporate proceedings on the part of Parent or Purchaser the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser the Company and (assuming due authorization, execution and delivery by the CompanyParent and Purchaser) constitutes a valid and binding obligation of each of themthe Company, enforceable against each of them the Company in accordance with its terms terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) The execution, Neither the execution and delivery and performance of this Agreement by Parent or Purchaserthe Company, nor the consummation by them the Company of the transactions contemplated hereby, and the nor compliance by Parent or Purchaser the Company with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser the Company or any other direct or indirect subsidiary of Parent under its subsidiaries under, any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent the Company or Purchaserany of its Significant Subsidiaries, (y) the charter or by-laws of any of its Subsidiaries that are not Significant Subsidiaries, or (yz) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser the Company or any other direct or indirect subsidiary of Parent its subsidiaries is a party, party or to which any of them, them or any of their respective properties or assets, assets may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser the Company and its subsidiaries or any of their respective properties or assets; except, in the case of each of clauses (i)(y) ), (i)(z), and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances which, in the aggregate, which would not have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole Material Adverse Effect or prevent or delay in any material respect the consummation of the Merger or the OfferMerger. 14 18 (c) Other than in connection with or in compliance with the provisions of the DGCL, the HSR Act, the Exchange Act and the "takeover" laws of various states, no notice to, filing with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not materially impair the ability of Parent and Purchaser to perform their obligations hereunder or have a material adverse effect upon the business or financial condition of Parent and its subsidiaries taken as a whole or prevent or delay in any material respect the consummation of the Merger or Offer in any material respect. 4.45

Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate actionthe respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) The execution, Neither the execution and delivery and performance of this Agreement by Parent or Purchaser, or Xxxxxx Services Corp. nor the consummation by them of the transactions contemplated hereby, and the nor compliance by Parent or Purchaser with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser or any other direct or indirect subsidiary or affiliate of Parent under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser, Purchaser or any other direct or indirect subsidiary or affiliate of Parent or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser or any other direct or indirect subsidiary of Parent is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purchaser or any other direct or indirect subsidiary or affiliate of Parent or any of their respective properties or assets; except, in the case of each of clauses (i)(y) and (ii) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances which, in the aggregate, would not have a material adverse effect upon the business or financial condition of Parent and its subsidiaries Purchaser taken as a whole or of any affiliate of Parent or Purchaser or prevent or delay in any material respect the consummation of the Merger or the OfferMerger. 14 18 (c) Other than in connection with or in compliance with the provisions of the DGCLWBCL the HSR Act (with respect to the formation of Parent), the HSR ActAct (with respect to the transactions contemplated hereby, if applicable), the Exchange Act and the Act, certain state securities or "takeover" statutes and the environmental, health or safety laws or regulations of various states, no notice to, filing with, or authorization, consent or approval of, any domestic or foreign public body or authority is necessary for the execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated by this Agreement, except where the failure to give such notices, make such filings, or obtain authorizations, consents or approvals would, in the aggregate, not materially impair the ability of Parent and Purchaser to perform their obligations hereunder or have a material adverse effect upon the business or financial condition of Parent and its subsidiaries Purchaser taken as a whole or prevent or delay in any material respect the consummation of the Merger or Offer in any material respectMerger. 4.4.