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 4.02, each of GE, GE Merger Sub, NBC Holdings and 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. 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 NBC Holdings and GE Merger Sub (other than NBC and GE), 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 NBC Holdings or NBC required to approve and adopt this Agreement and the Related Agreements to which 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 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 or (y) NBC Holdings and NBC to perform their other obligations hereunder or thereunder. This Agreement has been, and, upon their execution, the Related Agreements will be, duly executed and delivered by each of NBC Holdings, NBC and their respective Affiliates, to the extent that each such Person is a party hereto or thereto and except as noted on Schedule 4.02 this Agreement is, and each of the Related Agreements to which NBC Holdings, NBC or 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 the consents and approvals set forth on Schedule 4.023.02, each of GE, GE Merger Sub, NBC Holdings the Cablevision Companies and NBC the Companies 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. Each of GE, GE Merger Sub, NBC and NBC Holdings 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 Affiliate of NBC Holdings and GE Merger Sub the Cablevision Companies (other than NBC Cablevision) and GE)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 NBC Holdings or NBC Cablevision required to approve and adopt this Agreement and the Related Agreements to which NBC or NBC Holdings 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 NBC Holdings or NBC 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 party, or (y) NBC Holdings and NBC Cablevision to perform their its other obligations hereunder or thereunder. This Agreement has been, and, and upon their execution, execution each of the Related Agreements will be, duly executed and delivered by each of NBC Holdings, NBC the Cablevision Companies and their respective Affiliatesthe Companies, to the extent that each such Person is a party hereto or thereto and and, except as noted on Schedule 4.02 3.02, this Agreement is, and each of the Related Agreements to which NBC Holdings, NBC a Cablevision Company or any of their respective Affiliates 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 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 4.02comply with his obligations under, each of GE, GE Merger Sub, NBC Holdings and NBC such agreements. TFP has all requisite the 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 consummate the transactions contemplated by, and comply with its obligations hereunder under, such agreements. This Agreement and thereunder. 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 each agreement referenced herein to which it is a party and the Related Agreements to which it TFP is a party. Each Affiliate of NBC Holdings and GE Merger Sub (other than NBC and GE), 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 foregoingconsummation by TFP of its obligations herein and therein, any and all actions of the directors and stockholders of NBC Holdings or NBC required to approve and adopt this Agreement and the Related Agreements to which NBC or NBC Holdings is a party have been duly taken authorized by all necessary corporate action of TFP, other than the approval of its shareholders in accordance with the requirements of the DGCL and no further action of the directors or stockholders of 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 or (y) NBC Holdings and NBC to perform their other obligations hereunder or thereunderapplicable law. This Agreement has been, and, upon their execution, and at the Related Agreements Closing each agreement referenced herein will be, duly executed and delivered by each of NBC Holdings, NBC and their respective AffiliatesTFP and, to the extent that each such Person he is a party hereto or thereto and except as noted on Schedule 4.02 this thereto, the Principal Shareholder. This Agreement is, and when duly executed and delivered at the Closing each of the Related Agreements to which NBC Holdings, NBC or any of their respective Affiliates 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.

Authority and Binding Effect. Subject to Section 9.02 hereof and (a) Buyer has the consents and approvals set forth on Schedule 4.02, each of GE, GE Merger Sub, NBC Holdings and NBC has all requisite corporate 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. Each of GE, GE Merger Sub, NBC The execution 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 Agreement by Buyer and the Related Agreements to which it is a party. Each Affiliate of NBC Holdings and GE Merger Sub (other than NBC and GE), 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 NBC Holdings or NBC required to approve and adopt this Agreement and the Related Agreements to which 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 NBC Holdings or NBC 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) NBC Holdings and NBC to perform their other obligations hereunder or thereunder. This Agreement has been, and, upon their execution, the Related Agreements will be, been duly executed and delivered by each of NBC HoldingsBuyer and, NBC assuming due authorization, execution and their respective Affiliatesdelivery by Seller, to the extent that each such Person is constitutes a party hereto or thereto and except as noted on Schedule 4.02 this Agreement is, and each of the Related Agreements to which NBC Holdings, NBC or any of their respective Affiliates 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.