Common use of Authority and Approval; Noncontravention Clause in Contracts

Authority and Approval; Noncontravention. Partner Company has the corporate (or other applicable entity) power and authority to execute and deliver this Agreement and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by Partner Company of this Agreement and the performance by Partner Company of all the terms and conditions hereof to be performed by it (including the other agreements, instruments and documents to be executed and delivered by Partner Company hereunder) have been duly authorized and approved by the Board of Directors of Partner Company. This Agreement has been duly executed and delivered by Partner Company and constitutes the legal, valid and binding obligation of Partner Company, enforceable against Partner Company in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Partner Company under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by Partner Company, will constitute a legal, valid and binding obligation of Partner Company, enforceable against Partner Company in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions. Except as set forth in Section 4.2 of Partner Company Disclosure Schedule, the execution and delivery of this Agreement by Partner Company, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby do not: (a) conflict with or violate the Charter Documents and Bylaws of any Subject Partner Company; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration under or pursue other remedies under, the terms of any material lease, contract, credit agreement or other instrument, to which any Subject Partner Company, is a party; (c) result in the imposition of any Encumbrance on any material asset of any Subject Partner Company; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which any Subject Partner Company is subject. Except as otherwise noted in Section 4.2 of Partner Company Disclosure Schedule, there is no requirement applicable to any Subject Partner Company to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with Partner Company’s execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

Authority and Approval; Noncontravention. Partner Company Subsidiary has the corporate (or other applicable entity) power and authority to execute and deliver this Agreement and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by Partner Company Subsidiary of this the Joinder Agreement and the performance by Partner Company Subsidiary of all the terms and conditions hereof of this Agreement to be performed by it (including the other agreements, instruments and documents to be executed and delivered by Partner Company Subsidiary hereunder) have been duly authorized and approved by the Board of Directors (or other applicable governing body) of Partner CompanyCompany Subsidiary. This The Joinder Agreement has been duly executed and delivered by Partner Company Subsidiary and constitutes the legal, valid and binding obligation of Partner CompanyCompany Subsidiary, enforceable against Partner Company Subsidiary in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Partner Company Subsidiary under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by Partner CompanyCompany Subsidiary, will constitute a legal, valid and binding obligation of Partner CompanyCompany Subsidiary, enforceable against Partner Company Subsidiary in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions. Except as set forth in Section 4.2 4.36 of Partner Company Disclosure Schedule, the execution and delivery of this the Joinder Agreement by Partner CompanyCompany Subsidiary, the performance of its obligations hereunderunder this Agreement, and the consummation of the transactions contemplated hereby hereby, including the transfer contemplated by Section 6.14(a), do not: (a) conflict with or violate the Charter Documents and Bylaws of any Subject Partner Company; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration under or pursue other remedies under, the terms of any material lease, contract, credit agreement or other instrument, to which any Subject Partner Company, is a party; (c) result in the imposition of any Encumbrance on any material asset of any Subject Partner Company; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which any Subject Partner Company is subject. Except as otherwise noted in Section 4.2 4.36 of Partner Company Disclosure Schedule, there is no requirement applicable to any Subject Partner Company to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with Partner CompanyCompany Subsidiary’s execution and delivery of this the Joinder Agreement and the performance of its obligations hereunder under this Agreement and the consummation of the transactions contemplated hereby.

Authority and Approval; Noncontravention. Each Partner Company has the corporate (or other applicable entity) power and authority to execute and deliver this Agreement and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by each Partner Company of this Agreement and the performance by each Partner Company of all the terms and conditions hereof to be performed by it (including the other agreements, instruments and documents to be executed and delivered by such Partner Company hereunder) have been duly authorized and approved by the Board of Directors of such Partner Company. This Agreement has been duly executed and delivered by each Partner Company and constitutes the legal, valid and binding obligation of each Partner Company, enforceable against such Partner Company in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by such Partner Company under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by such Partner Company, will constitute a legal, valid and binding obligation of such Partner Company, enforceable against such Partner Company in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions. Except as set forth in Section 4.2 of Partner Company Disclosure Schedule, the execution and delivery of this Agreement by each Partner Company, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby do not: (a) conflict with or violate the Charter Documents and Bylaws of any Subject Partner Company; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration under or pursue other remedies under, the terms of any material lease, contract, credit agreement or other instrument, to which any Subject Partner Company, is a party; (c) result in the imposition of any Encumbrance on any material asset of any Subject Partner Company; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which any Subject Partner Company is subject. Except as otherwise noted in Section 4.2 of Partner Company Disclosure Schedule, there is no requirement applicable to any Subject Partner Company to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with each Partner Company’s execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.

Authority and Approval; Noncontravention. Partner Company has the corporate (or other applicable entity) power and authority to execute and deliver this Agreement and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by Partner Company of this Agreement and the performance by Partner Company of all the terms and conditions hereof to be performed by it (including the other agreements, instruments and documents to be executed and delivered by Partner Company hereunder) have been duly authorized and approved by the Board of Directors of Partner Company. This Agreement has been duly executed and delivered by Partner Company and constitutes the legal, valid and binding obligation of Partner Company, enforceable against Partner Company in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Partner Company under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by Partner Company, will constitute a legal, valid and binding obligation of Partner Company, enforceable against Partner Company in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions. Except as set forth in Section 4.2 of Partner Company Disclosure Schedule, the execution and delivery of this Agreement by Partner Company, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby hereby, including the transfer contemplated by Section 6.14(a), do not: (a) conflict with or violate the Charter Documents and Bylaws of any Subject Partner Company; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration under or pursue other remedies under, the terms of any material lease, contract, credit agreement or other instrument, to which any Subject Partner Company, is a party; (c) result in the imposition of any Encumbrance on any material asset of any Subject Partner Company; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which any Subject Partner Company is subject. Except as otherwise noted in Section 4.2 of Partner Company Disclosure Schedule, there is no requirement applicable to any Subject Partner Company to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with Partner Company’s execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.