Common use of Authority and Binding Effect Clause in Contracts

Authority and Binding Effect. Subject to Section 9.02 hereof and the consents and approvals set forth on Schedule 3.02, each of the Cablevision Companies and the Companies has all requisite power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party, to approve, adopt and consummate the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it is a party and to perform its obligations hereunder and thereunder. Cablevision has duly taken all corporate and shareholder actions necessary to authorize the execution, delivery and performance of this Agreement, the Reorganization Transactions to which it is a party and the Related Agreements to which it is a party. Each of the Cablevision Companies (other than Cablevision) and each of the Companies, prior to the Closing Date, will duly take all corporate and shareholder actions necessary to authorize the execution, delivery and performance of the Related Agreements and the Reorganization Transactions to which it is a party. Without limiting the foregoing, any and all actions of the directors and stockholders of Cablevision required to approve and adopt this Agreement and the Related Agreements to which Cablevision is a party have been duly taken in accordance with the requirements of the DGCL and no further action of the directors or stockholders of Cablevision is required in order to permit (x) the consummation of the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it or any of its Affiliates is a party, or (y) Cablevision to perform its other obligations hereunder or thereunder. This Agreement has been, and upon their execution each of the Related Agreements will be, duly executed and delivered by each of the Cablevision Companies and the Companies, to the extent that each such Person is a party hereto or thereto and, except as noted on Schedule 3.02, this Agreement is, and each of the Related Agreements to which a Cablevision Company or a Company is a party will be, the valid and binding obligation of such Person enforceable against it in accordance with its terms, except as such enforceability may be affected by Laws of bankruptcy, insolvency, reorganization and creditors' rights generally and by the availability of equitable remedies.

Authority and Binding Effect. Subject to Section 9.02 hereof and the consents and approvals set forth on Schedule 3.024.02, each of the Cablevision Companies GE, GE Merger Sub, NBC Holdings and the Companies NBC has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party, to approve, adopt and consummate the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it is a party and to perform its obligations hereunder and thereunder. Cablevision Each of GE, GE Merger Sub, NBC and NBC Holdings has duly taken all corporate and shareholder actions necessary to authorize the execution, delivery and performance of this Agreement, the Reorganization Transactions to which it is a party and the Related Agreements to which it is a party. Each Affiliate of the Cablevision Companies NBC Holdings and GE Merger Sub (other than Cablevision) NBC and each of the CompaniesGE), prior to the Closing Date, will duly take all corporate and shareholder actions necessary to authorize the execution, delivery and performance of the Related Agreements and the Reorganization Transactions to which it is a party. Without limiting the foregoing, any and all actions of the directors and stockholders of Cablevision NBC Holdings or NBC required to approve and adopt this Agreement and the Related Agreements to which Cablevision NBC or NBC Holdings is a party have been duly taken in accordance with the requirements of the DGCL and no further action of the directors or stockholders of Cablevision NBC Holdings or NBC is required in order to permit (x) the consummation of the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it or any of its Affiliates is a party, party or (y) Cablevision NBC Holdings and NBC to perform its their other obligations hereunder or thereunder. This Agreement has been, and and, upon their execution each of execution, the Related Agreements will be, duly executed and delivered by each of the Cablevision Companies NBC Holdings, NBC and the Companiestheir respective Affiliates, to the extent that each such Person is a party hereto or thereto and, and except as noted on Schedule 3.02, 4.02 this Agreement is, and each of the Related Agreements to which a Cablevision Company NBC Holdings, NBC or a Company any of their respective Affiliates is a party will be, the valid and binding obligation of such Person enforceable against it in accordance with its terms, except as such enforceability may be affected by Laws of bankruptcy, insolvency, reorganization and creditors' rights generally and by the availability of equitable remedies.

Authority and Binding Effect. Subject to Section 9.02 hereof and (a) Buyer has the consents and approvals set forth on Schedule 3.02, each of the Cablevision Companies and the Companies has all requisite organizational power and authority to executeexecute and deliver this Agreement, deliver and perform this Agreement and the Related Agreements to which it is a party, to approve, adopt and consummate the transactions contemplated hereby and thereby, including the Reorganization Transactions to which it is a party and to perform its obligations hereunder and thereunderto consummate the transactions contemplated by this Agreement. Cablevision has duly taken all corporate The execution and shareholder actions necessary to authorize the execution, delivery and performance of this Agreement, the Reorganization Transactions to which it is a party Agreement by Buyer and the Related Agreements to which it is a party. Each of the Cablevision Companies (other than Cablevision) and each of the Companies, prior to the Closing Date, will duly take all corporate and shareholder actions necessary to authorize the execution, delivery and performance of the Related Agreements and the Reorganization Transactions to which it is a party. Without limiting the foregoing, any and all actions of the directors and stockholders of Cablevision required to approve and adopt this Agreement and the Related Agreements to which Cablevision is a party have been duly taken in accordance with the requirements of the DGCL and no further action of the directors or stockholders of Cablevision is required in order to permit (x) the consummation by Buyer of the transactions contemplated hereby have been duly and therebyvalidly authorized by all necessary limited liability company action, including and no other limited liability company proceedings on the Reorganization Transactions part of Buyer are necessary to which it authorize this Agreement or any of its Affiliates is a party, or to consummate the transactions contemplated hereby. (yb) Cablevision to perform its other obligations hereunder or thereunder. This Agreement has been, and upon their execution each of the Related Agreements will be, been duly executed and delivered by each of the Cablevision Companies and the Companies, to the extent that each such Person is a party hereto or thereto Buyer and, except as noted on Schedule 3.02assuming due authorization, this Agreement isexecution and delivery by Seller, and each of the Related Agreements to which constitutes a Cablevision Company or a Company is a party will be, the legally valid and binding obligation of such Person Buyer enforceable against it Buyer in accordance with its terms, except as such enforceability may be affected limited by Laws of bankruptcy, insolvency, reorganization reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and creditors' rights generally remedies of creditors and by general principles of equity regardless of whether enforcement is considered in a proceeding in equity or at law. Assuming the availability truth and accuracy of equitable remediesthe Seller’s representations and warranties set forth in Section 3.02, no action, consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body is required to be obtained or made in connection with the execution and delivery by the Buyer of this Agreement or any agreement executed in connection herewith to which it is a party or the consummation by the Buyer of the transactions contemplated hereby, except, in each case, where the failure to have such action, consent, approval, order or authorization of or registration, declaration or filing, would not reasonably be expected to materially and adversely affect the ability of the Buyer to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

Authority and Binding Effect. Subject The Principal Shareholder has the full legal right and capacity to Section 9.02 hereof execute and deliver this Agreement and each agreement referenced herein to which he is a party and to consummate the consents transactions contemplated by, and approvals set forth on Schedule 3.02comply with his obligations under, each of such agreements. TFP has the Cablevision Companies and the Companies has all requisite full corporate power and authority to execute, execute and deliver and perform this Agreement and the Related Agreements to which it is a party, to approve, adopt and consummate the transactions contemplated hereby and thereby, including the Reorganization Transactions each agreement referenced herein to which it is a party and to perform its obligations hereunder and thereunder. Cablevision has duly taken all corporate and shareholder actions necessary to authorize the execution, delivery and performance of this Agreement, the Reorganization Transactions to which it is a party and the Related Agreements to which it is a party. Each of the Cablevision Companies (other than Cablevision) and each of the Companies, prior to the Closing Date, will duly take all corporate and shareholder actions necessary to authorize the execution, delivery and performance of the Related Agreements and the Reorganization Transactions to which it is a party. Without limiting the foregoing, any and all actions of the directors and stockholders of Cablevision required to approve and adopt this Agreement and the Related Agreements to which Cablevision is a party have been duly taken in accordance with the requirements of the DGCL and no further action of the directors or stockholders of Cablevision is required in order to permit (x) the consummation of consummate the transactions contemplated hereby by, and therebycomply with its obligations under, including the Reorganization Transactions such agreements. This Agreement and each agreement referenced herein to which it or any of its Affiliates TFP is a party, or (y) Cablevision to perform and the consummation by TFP of its obligations herein and therein, have been duly authorized by all necessary corporate action of TFP, other obligations hereunder or thereunderthan the approval of its shareholders in accordance with applicable law. This Agreement has been, and upon their execution at the Closing each of the Related Agreements agreement referenced herein will be, duly executed and delivered by each of the Cablevision Companies and the CompaniesTFP and, to the extent that each such Person he is a party hereto or thereto andthereto, except as noted on Schedule 3.02, this the Principal Shareholder. This Agreement is, and when duly executed and delivered at the Closing each of the Related Agreements to which a Cablevision Company or a Company is a party agreement referenced herein will be, the valid and binding obligation agreement of such Person TFP and/or the Principal Shareholder, as the case may be, enforceable against it TFP and/or the Principal Shareholder, as the case may be, in accordance with its their respective terms, except as such enforceability may be affected limited by Laws of (i) bankruptcy, insolvency, reorganization and moratorium or other similar laws affecting creditors' rights generally and by (ii) general principles of equity relating to the availability of equitable remedies. No further action is required to be taken by TFP or the Principal Shareholder, nor is it necessary for either of such parties to obtain any action, approval or consent by or from any third persons, governmental or other, to enable each of the such parties to enter into or perform their respective obligations under this Agreement and each agreement referenced herein to which it is a party, except for the consents of third parties to the Merger, as required by the Contracts, which shall be obtained by TFP on or before the Closing (unless waived in writing by Printrak). Such consents are set forth in SCHEDULE 4.2 hereto.