Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. (a) Parent has the corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents to be executed, delivered and performed by such Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, duly authorized and approved by the board of directors (or comparable governing body) of each of the Sellers, and no other corporate (or other Entity) actions or proceedings on the part of Sellers or Equityholders of Sellers are necessary to authorize and approve this Agreement or the Ancillary Documents to be executed and delivered by Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Parent, and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. (b) The execution, delivery and performance by Parent of this Agreement and by the applicable Sellers of the Ancillary Documents to be executed, delivered and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, do not and will not: (i) contravene or violate any provision of any of the Governing Documents of Parent, the Sellers or any Transferred Company or Non-Controlled Company; (ii) conflict with, result in a breach of any provision of, constitute a default under, result in the modification, suspension or cancellation of, give rise to the loss of a benefit under, result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or decrease any benefit or obligation under, any Contract or Order to which Parent, any of the Sellers is a party or to which Parent or any of the Sellers, or any of their Assets is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business, taken as a whole; (iii) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Laws) applicable to any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company or any of their businesses or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for (A) Approvals in respect of Permits, (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a whole.

Authority, Approvals and Consents. (a) Parent has the corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, authority to execute, deliver and perform the Ancillary Documents to be executed, executed and delivered and performed by such Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, thereby have been, and at the Closing the execution, delivery and performance by each other Seller of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by such other Sellers will have been, duly authorized and approved by the board of directors (or comparable governing body) of each of the Sellers, Sellers and no other corporate (or other Entity) actions or proceedings on the part of Sellers or Equityholders the shareholders or other equity holders of Sellers are necessary to authorize and approve this Agreement or and the Ancillary Documents to be executed and delivered by Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Parent, and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, a legal, valid and binding obligation of such PersonSeller, enforceable against such Person Seller in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. (b) The execution, delivery and performance by Parent of this Agreement and by Parent and the applicable Sellers of the Ancillary Documents to be executed, executed and delivered by Parent or any of the other Sellers and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, do not and will not: (i) contravene or violate any provision of any provisions of the Governing Organizational Documents of Parent, the Sellers or any Transferred Company or Non-Controlled Company; (ii) conflict with, result in a breach of any provision of, constitute a default under, result in the modification, suspension modification or cancellation of, give rise to the loss of a benefit under, result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or increase or decrease any benefit or obligation underunder any contract, any Contract agreement, lease, order, arbitration award, judgment or Order decree or other commitment to which Parent, any of the Sellers is are a party or to which Parent or any of the Sellers, Sellers or any of their Assets is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to (A) the operation of the Business, taken as a wholewhole or (B) Parent’s or the other Sellers’ ability to perform timely their obligations under this Agreement and the Ancillary Documents to be executed and delivered by Parent or the other Sellers and to consummate the transactions contemplated hereby and thereby; (iii) conflict with, result in a breach of any material respectprovision of, constitute a default under, result in the modification or cancellation of, or entitle any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or increase or decrease any benefit or obligation under any contract, agreement, lease, or other commitment to which any of the Transferred Companies are a party or to which any of the Transferred Companies or any of their Assets is subject, except, in each case, as would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect; (iv) violate or conflict with any Legal Requirements (other than Antitrust Laws) applicable to any Seller, Seller or any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company or any of their businesses or Assets;; provided, that Parent makes no representation or warranty in this Section 2.3(b)(iv) with respect to any Antitrust Law; or (ivv) require Parent, any Seller, Seller or any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for (Ax) Approvals in respect of Permits, (By) the Approvals set forth on Schedule 2.3 of the Disclosure Letter and (z) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a whole.

Authority, Approvals and Consents. (a) Parent MSK has the corporate power and authority to execute, deliver and perform this Agreement, the MSK License Agreement, the MSK Services Agreement and the Ancillary Documents to be executed and delivered by Parent Warrant Agreement (collectively, the "Other MSK Agreements") and to consummate the transactions contemplated hereby hereunder and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents to be executed, delivered and performed by such Seller and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Parent of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party Other MSK Agreements and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, been duly authorized and approved by the board Board of directors (or comparable governing body) Directors of each of the Sellers, MSK and no other corporate (or other Entity) actions or proceedings on the part of Sellers or Equityholders of Sellers MSK are necessary to authorize and approve this Agreement or and the Ancillary Documents to be executed and delivered by Sellers Other MSK Agreements and the transactions contemplated hereby and thereby. This Agreement has and the Other MSK Agreements have been duly executed and delivered by ParentMSK. Assuming due authorization, execution and delivery by the other parties hereto and thereto, this Agreement and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, a legal, Other MSK Agreements constitute valid and binding obligation obligations of such PersonMSK, enforceable against such Person MSK in accordance with its their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the Bankruptcy and Equity Exceptions. (b) principles governing the availability of equitable remedies. The execution, delivery and performance by Parent of this Agreement and by the applicable Sellers of the Ancillary Documents to be executed, delivered Other MSK Agreements and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, do not and thereby will not: (i) contravene or violate any provision of any provisions of the Governing Documents Certificate of Parent, Incorporation or the Sellers or any Transferred Company or NonBy-Controlled CompanyLaws of MSK; (ii) conflict withto the knowledge of MSK, (with or without notice or lapse of time or both) result in a breach of any provision of, or constitute a default under(or an event which, result in the modification, suspension or cancellation of, give rise to the loss of a benefit under, result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both, would constitute a default) to terminateunder any contract, cancel, accelerate, modify or call a default with respect toagreement, or decrease any benefit loan or obligation undercredit agreement, note, bond, mortgage, indenture, lease or other agreement, of any Contract or Order kind to which Parent, any of the Sellers is a party or to which Parent MSK or any of the Sellers, its properties or any of their Assets assets is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business, taken as a whole;; or (iii) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Laws) statutes, ordinances, laws, codes, rules, regulations, decrees, judgments or injunctions applicable to any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company MSK or any of their businesses its properties or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approvalassets, except in the cases of clauses (ii) and (iii) for such violations or conflicts which in the aggregate would not have a material adverse effect (A) Approvals in respect of Permits, on MSK or (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control ability of concentrations between undertakingsMSK to perform its obligations hereunder or thereunder. The execution, OJ L24, 29 January 2004, p. 1-22 (delivery and performance of this Agreement and the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with consummation of the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellationwill not require any authorization, revocationconsent, suspensionpermit or approval of, or modification of any Permit notice to, or Approval with respect to Parent, Sellersfiling with, any of the Transferred Companies third party, including, but not limited to any governmental or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a wholeregulatory authority.

Authority, Approvals and Consents. (a) Parent Buyer has the corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents to be executed, delivered and performed by such Seller Buyer and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent Buyer of this Agreement and each of the Ancillary Documents to which it will at Closing be a partyis, and the consummation by Parent of the transactions contemplated hereby and therebyor is specified to be, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by such Sellers will Buyer have been, been duly authorized and approved by the board Board of directors Directors (or other comparable governing bodybodies) of each of the Sellers, Buyer and no other corporate (or other Entity) actions or proceedings on the part of Sellers Buyer or Equityholders the shareholders or other equity holders of Sellers Buyer are necessary to authorize and approve this Agreement or and the Ancillary Documents to be executed and delivered by Sellers Buyer and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by ParentBuyer, and the Ancillary Documents to be executed and delivered by any Seller Buyer at the Closing will be duly executed and so delivered by such SellerBuyer. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller Buyer will constitute, a legal, valid and binding obligation of such PersonBuyer, enforceable against such Person Buyer in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally. (b) The execution, execution and delivery and performance by Parent Buyer of this Agreement does not, the execution and delivery by the applicable Sellers Buyer of the each Ancillary Documents Document to be executedwhich it is, delivered or is specified to be, a party will not, and performed by them, the consummation by Parent and the applicable Sellers Buyer of the transactions contemplated hereby and thereby, and the performance by Buyer of its obligations hereunder and thereunder and compliance by Buyer with the applicable Sellers terms hereof and thereof, do not and thereof will not: (i) contravene or violate any provision of any of the Governing Documents of Parent, the Sellers or any Transferred Company or Non-Controlled Company; (ii) conflict with, or result in a breach any material violation of any provision ofor material default (with or without notice on lapse of time, constitute a default or both) under, result in the modification, suspension or cancellation of, give rise to the a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle material Lien upon any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or decrease any benefit or obligation the Assets of Buyer under, any provision of (i) the certificate of incorporation or by-laws (or comparable governing instruments), each as in effect, of Buyer, (ii) any Contract or Order to which Parent, any of the Sellers Buyer is a party or to by which Parent or any of the Sellers, or any of their its Assets is subject, except, in each case, as would not reasonably be expected, individually bound or in the aggregate, to be material to the operation of the Business, taken as a whole; (iii) any Order or Law applicable to Buyer or its Assets. No material Approval or other Person is required to be obtained or made by or with respect to Buyer in connection with the execution, delivery and performance of this Agreement or any material respect, violate Ancillary Document by Buyer or conflict with any Legal Requirements (the consummation by Buyer of the transactions contemplated hereby or thereby other than Antitrust Laws(w) applicable to any Seller, any Transferred Company or, to the Knowledge Approvals set forth on Schedule 3.2 of Parent, any Non-Controlled Company or any of their businesses or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for (A) Approvals in respect of PermitsBuyer Disclosure Letter, (Bx) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); , (Cy) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, OJ L24, 29 January 2004, p. 1Non-22 (the “EMR”); U.S. Antitrust Approvals and (Dz) all Approvals those that may be required solely by reason of the Rockwood Seller’s and the Transferred Companies’ (as opposed to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority third party’s) participation in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (and by the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a wholeAncillary Documents.

Authority, Approvals and Consents. (a) Parent has Intcomex and the corporate Intcomex Parties have the organizational power and authority to execute, deliver and perform enter into this Agreement and the Ancillary other Transaction Documents to be executed and delivered by Parent which they are a party and to consummate the transactions contemplated hereby perform their obligations hereunder and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents to be executed, delivered and performed by such Seller and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Parent of this Agreement and each of Agreement, the Ancillary other Transaction Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, been duly authorized and approved by the board of directors (or comparable similar governing body) body of each of Intcomex and the Sellers, other Intcomex Parties and no other corporate (or other Entity) actions or organizational proceedings on the part of Sellers or Equityholders of Sellers Intcomex and the other Intcomex Parties are necessary to authorize and approve this Agreement or Agreement, the Ancillary other Transaction Documents to be executed and delivered by Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by ParentIntcomex and the other Intcomex Parties, and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, constitutes a legal, valid and binding obligation of such PersonIntcomex and the other Intcomex Parties, enforceable against such Person each of them in accordance with its terms, terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by the Bankruptcy and Equity Exceptions. (b) principles governing the availability of equitable remedies). The execution, delivery and performance by Parent Intcomex and the other Intcomex Parties of this Agreement and by the applicable Sellers of the Ancillary other Transaction Documents to be executed, delivered which any of them is a party and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, thereby do not and will not: (ia) contravene or violate any provision of any provisions of the Governing Documents certificate of Parent, incorporation and bylaws of Intcomex or the Sellers Intcomex Parties (or any Transferred Company or Non-Controlled Companyequivalent documents with different names); (iib) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification, suspension modification or cancellation of, or give rise to the loss any right of termination or acceleration in respect of, any material Contract to which Intcomex or any other Intcomex Party is a benefit underparty to or to which Intcomex or any other Intcomex Party or any of Intcomex’s or other Intcomex Party’s property is subject, or require any consent or waiver (other than as set forth in Schedule 5.3(b)), of any third Person to any such Contract; (c) result in the creation of any Encumbrance Lien (other than Permitted EncumbrancesLiens) onupon, or entitle any Person (with or without due notice or lapse of time or both) obtaining any right to terminate, cancel, accelerate, modify or call a default with respect to, or decrease any benefit or obligation underacquire, any Contract or Order to which Parent, any assets of the Sellers is a party or to which Parent Intcomex or any of its Subsidiaries, including the Sellers, or any of their Assets is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business, taken as a wholePurchased Intcomex Stock; (iiid) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Laws) applicable to any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company Intcomex or any of their its Subsidiaries or the businesses or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for (A) Approvals in respect of Permits, (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”)properties thereof; or (ve) result in the cancellationrequire any authorization, revocationconsent, suspensionorder, permit or approval of, or modification of any Permit notice to, or Approval with respect to Parentfiling, Sellersregistration or qualification (other than as set forth in Schedule 5.3(e)) with, any of the Transferred Companies Governmental Body or any third Person under any material Contract to which Intcomex or any other Intcomex Party is a party to or to which Intcomex or any other Intcomex Party or any of their respective businesses Intcomex’s or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a wholeother Intcomex Party’s property is subject.

Authority, Approvals and Consents. (a) Parent Seller has the corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby perform its obligations hereunder and thereby. At the Closing, each other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents to be executed, delivered and performed by such Seller and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by Parent Seller of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party Document and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, been duly authorized and approved by the board Board of directors (or comparable governing body) Directors of each of the SellersSeller, and no other corporate (or other Entity) actions or proceedings on the part of Sellers Seller or Equityholders the shareholders of Sellers Seller are necessary to authorize and approve this Agreement or the Ancillary Documents to be executed and delivered by Sellers and the transactions contemplated hereby and or thereby. This Agreement and each Ancillary Document has been duly executed and delivered by Parent, Seller and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such SellerBalk (as applicable). This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, constitutes a legal, valid and binding obligation of such PersonSeller and Balk (as applicable), enforceable against such Person Seller and Balk (as applicable), in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally or by the Bankruptcy and Equity Exceptions. (b) principles governing the availability of equitable remedies. The execution, delivery and performance by Parent of this Agreement and by the applicable Sellers of the Ancillary Documents to be executedby Seller and Balk, delivered and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, thereby do not and will not: (ia) contravene or violate any provision of any provisions of the Governing Documents certificate of Parent, the Sellers incorporation or any Transferred Company bylaws of Seller (or Non-Controlled Companyother similar governing instruments with different names); (iib) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification, suspension modification or cancellation of, or give rise to the loss any right of a benefit undertermination in respect of, result in the creation any contract, agreement, commitment, understanding or arrangement of any Encumbrance (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or decrease any benefit or obligation under, any Contract or Order kind to which Parent, any of the Sellers Seller or Balk is a party or to which Parent Seller or any Balk or any of the Sellers, Seller's or any of their Assets Balk's property is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business, taken as a whole; (iiic) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Laws) applicable to any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company Seller or Balk or any of their businesses business or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for (A) Approvals in respect of Permits, (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”)property; or (vd) result in the cancellation, revocation, suspension, require Seller or modification of Balk to obtain any Permit Consent or Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a wholeApproval.

Authority, Approvals and Consents. (a) Parent Sequana has the corporate power and authority to execute, deliver and perform this Agreement, the Sequana License Agreement, the Sequana Services Agreement, and the Warrant Agreement (collectively, the "Other Sequana Agreements") and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the Ancillary Documents Other Sequana Agreements and the consummation of the transactions contemplated hereby and *** CONFIDENTIAL TREATMENT REQUESTED 22 thereby have been duly authorized and approved by the Board of Directors of Sequana and no other corporate proceedings on the part of Sequana are necessary to be executed authorize and delivered by Parent approve this Agreement and to consummate the Other Sequana Agreements and the transactions contemplated hereby and thereby. At This Agreement and the ClosingOther Sequana Agreements have been duly executed and delivered by Sequana. Assuming due authorization, each execution and delivery by the other Seller will have parties hereto and thereto, this Agreement and the corporate (Other Sequana Agreements constitute valid and binding obligations of Sequana, enforceable against Sequana in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Entity) power and authority, to execute, deliver and perform similar laws affecting creditors' rights generally or by the Ancillary Documents to be executed, delivered and performed by such Seller and to consummate principles governing the transactions contemplated hereby and therebyavailability of equitable remedies. The execution, delivery and performance by Parent of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it is a party Other Sequana Agreements and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, duly authorized and approved by the board of directors (or comparable governing body) of each of the Sellers, and no other corporate (or other Entity) actions or proceedings on the part of Sellers or Equityholders of Sellers are necessary to authorize and approve this Agreement or the Ancillary Documents to be executed and delivered by Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Parent, and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. (b) The execution, delivery and performance by Parent of this Agreement and by the applicable Sellers of the Ancillary Documents to be executed, delivered and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, do not and will not: (i) contravene or violate any provision of any provisions of the Governing Documents Certificate of Parent, Incorporation or the Sellers or any Transferred Company or NonBy-Controlled CompanyLaws of Sequana; (ii) conflict withto the knowledge of Sequana, (with or without notice or lapse of time or both) result in a breach of any provision of, or constitute a default under(or an event which, result in the modification, suspension or cancellation of, give rise to the loss of a benefit under, result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both, would constitute a default) to terminateunder any contract, cancel, accelerate, modify or call a default with respect toagreement, or decrease any benefit loan or obligation undercredit agreement, note, bond, mortgage, indenture, lease or other agreement, of any Contract or Order kind to which Parent, any of the Sellers is a party or to which Parent Sequana or any of the Sellers, its properties or any of their Assets assets is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business, taken as a whole;; or (iii) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Laws) statutes, ordinances, laws, codes, rules, regulations, decrees, judgments or injunctions applicable to any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company Sequana or any of their businesses its properties or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approvalassets, except in the cases of clauses (ii) and (iii) for such violations or conflicts which in the aggregate would not have a material adverse effect (A) Approvals in respect of Permits, on Sequana or (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control ability of concentrations between undertakingsSequana to perform its obligations hereunder or thereunder. The execution, OJ L24, 29 January 2004, p. 1-22 (delivery and performance of this Agreement and the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with consummation of the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellationwill not require any authorization, revocationconsent, suspensionpermit or approval of, or modification of any Permit notice to, or Approval with respect to Parent, Sellersfiling with, any of the Transferred Companies third party, including, but not limited to, any governmental or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material regulatory authority other than filings pursuant to the operation of the Business taken as a wholeExchange Act.

Authority, Approvals and Consents. (a) Parent Seller has the corporate power and authority to execute, deliver and perform this Agreement and at the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, Closing each other Rockwood Seller will have the corporate power and authority (or other Entity) equivalent power and authority, ) to execute, deliver and perform the Ancillary Documents to be executed, executed and delivered and performed by such Seller and Rockwood Sellers and, in each case, to consummate the transactions contemplated hereby and therebythereby by such party. The execution, delivery and performance by Parent Seller of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Rockwood Seller of the Ancillary Documents to which it is they are, or are specified to be, a party and the consummation of the transactions contemplated hereby and thereby by such the Rockwood Sellers will have been, duly authorized and approved by the board Board of directors Directors (or comparable governing body) of Seller and each of the other Rockwood Sellers, as applicable, and no other corporate (or other Entityequivalent) actions or proceedings on the part of the Rockwood Sellers or Equityholders the shareholders or other equity holders of the Rockwood Sellers are necessary to authorize and approve this Agreement or and the Ancillary Documents to be executed and delivered by the Rockwood Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by ParentSeller, and the Ancillary Documents to be executed and delivered by any Rockwood Seller at the Closing will be duly executed and so delivered by such Rockwood Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Rockwood Seller will constitute, a legal, valid and binding obligation of Seller or such PersonRockwood Seller, as the case may be, enforceable against Seller or such Person Rockwood Seller, as the case may be, in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally. (b) The execution, execution and delivery and performance by Parent Seller of this Agreement does not, the execution and delivery by the applicable Sellers any Rockwood Seller of the each Ancillary Documents Document to be executedwhich it is, delivered or is specified to be, a party will not, and performed by them, the consummation by Parent and the applicable Rockwood Sellers of the transactions contemplated hereby and thereby, and the performance by the Rockwood Sellers and the Transferred Companies of their respective obligations hereunder and thereunder and compliance by the applicable Rockwood Sellers and the Transferred Companies with the terms hereof and thereof, do not and thereof will not: (i) contravene or violate , in any provision of any of the Governing Documents of Parent, the Sellers or any Transferred Company or Non-Controlled Company; (ii) material respect conflict with, or result in a breach any material violation of any provision ofor material default (with or without notice or lapse of time, constitute a default or both) under, result in the modification, suspension or cancellation of, give rise to the a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle Lien upon any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or decrease the Assets of any benefit or obligation Transferred Company under, any provision of (i) the certificate of incorporation or by-laws (or comparable governing instruments), each as in effect, of any Rockwood Seller or Transferred Company, (ii) any Contract or Order to which Parent, any of the Sellers Rockwood Seller is a party or to by which Parent or any of the Sellers, or any of their respective Assets is subject, except, in each case, as would not reasonably be expected, individually bound or in the aggregate, to be material to the operation of the Business, taken as a whole; (iii) in any material respect, violate Order or conflict with any Legal Requirements (other than Antitrust Laws) Law applicable to any Seller, Rockwood Seller or any Transferred Company or, or their respective Assets. No Approval or material Consent is required to the Knowledge of Parent, be obtained or made by or with respect to any Non-Controlled Company Rockwood Seller or any of their businesses or Assets; (iv) require Parent, any Seller, any Transferred Company orin connection with the execution, to delivery and performance of this Agreement or any Ancillary Document by any Rockwood Seller or the Knowledge consummation by any Rockwood Seller of Parentthe transactions contemplated hereby or thereby, any Non-Controlled Company to obtain, secure or make any material Approval, except for other than (Au) Approvals in respect of Company Permits, (Bv) the Approvals set forth on Schedule 2.3 of the Disclosure Letter, (w) compliance with and filings under the Xxxx-Xxxxx-Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); , (Cx) Approval from the European Commission pursuant to the European Council Regulation Non-US Antitrust Approvals (ECy) No 139/2004 on the control Consents in respect of concentrations between undertakingsMaterial Agreements, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); Leases and Benefit Plans and (Dz) all Approvals and Consents that may be required solely by reason of Buyer’s (as opposed to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority third party’s) participation in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (and by the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a wholeAncillary Documents.

Authority, Approvals and Consents. (a) Parent Seller has the corporate limited company power and authority to execute, deliver and perform this Agreement and the Ancillary Documents to be executed and delivered by Parent Seller and to consummate the transactions contemplated hereby and thereby. Seller has made available to Buyer a true and correct copy of the legal opinion from Seller’s Jersey legal counsel regarding Seller’s authority to execute and deliver this Agreement. At the Closing, each other Seller the LTIP Trustee will have the corporate (or other Entity) organizational power and authority, authority to execute, deliver and perform the Ancillary Documents to be executed, executed and delivered and performed by such Seller the LTIP Trustee and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Parent Seller of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent Seller of the transactions contemplated hereby and thereby, thereby have been, been (and at the Closing the execution, delivery and performance by each Seller the LTIP Trustee of the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, ) duly authorized and approved by the general partner (or the board of directors (or comparable governing body)) of each of the Sellerssuch Entity, and no other limited company (or corporate (or other Entity)) actions or proceedings on the part of Sellers Seller (or Equityholders such LTIP Trustee or the shareholders or other equity holders of Sellers Seller or the LTIP Trustee) are necessary to authorize and approve this Agreement or and the Ancillary Documents to be executed and delivered by Sellers Seller (or the LTIP Trustee) and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by ParentSeller, and the Ancillary Documents to be executed and delivered by Seller or any Seller Minority Shareholder at the Closing will be duly executed and so delivered by Seller or such SellerMinority Shareholder, as applicable. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Seller or any Seller Minority Shareholder will constitute, a legal, valid and binding obligation of Seller or such PersonMinority Shareholder, as applicable, enforceable against Seller or such Person Minority Shareholder, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Legal Requirements affecting creditors’ rights generally or by the Bankruptcy and Equity Exceptionsprinciples governing the availability of equitable remedies. (b) The execution, delivery and performance by Parent Seller of this Agreement and by Seller and the applicable Sellers Minority Shareholders of the Ancillary Documents to be executed, executed and delivered by Seller and/or any of the Minority Shareholders and performed by them, the consummation by Parent Seller and the applicable Sellers Minority Shareholders of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereofthereby to be consummated, do not and will not: (i) contravene or violate any provision of any provisions of the Governing Documents limited partnership agreement of Parent, Seller or the Sellers memorandum of association and articles of association (or comparable organizational documents) of the LTIP Trustee or any Transferred Company or Non-Controlled Company; (ii) conflict with, result in a breach of any provision of, constitute a default under, result in the modification, suspension acceleration or cancellation of, require notice pursuant to, give rise to the loss any obligation of a benefit Seller or any Minority Shareholder to make any payment under, result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, any contract, agreement, lease or decrease any benefit or obligation under, any Contract or Order other commitment to which Parent, Seller or any of the Sellers Minority Shareholder is a party party, or to which Parent or Seller, any of the SellersMinority Shareholder, or any of their Assets is subject, with such exceptions as would not prevent, materially delay or materially impair Seller’s or a Minority Shareholder’s ability to consummate the transactions contemplated hereby or by the Ancillary Documents; (iii) except with respect to Antitrust Laws, violate or conflict with in any material respects any Legal Requirements or Order applicable to Seller, any Minority Shareholder, or any Transferred Company, or their businesses or Assets, except, in each case, as such violations or conflicts that (A) would not be or reasonably be expectedexpected to be, individually or in the aggregate, to be material to the operation of the Business, taken as a whole; (iii) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Laws) applicable to any Seller, any Transferred Company or (B) would not prevent, materially delay or materially impair Seller’s or a Minority Shareholder’s ability to consummate the transactions contemplated hereby or by the Ancillary Documents; or, to the Knowledge of Parent, any Non-Controlled Company or any of their businesses or Assets; (iv) require Parent, any Seller, any Minority Shareholder, or any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for other than (A) the Approvals in respect set forth on Schedule 2.3 of Permitsthe Disclosure Letter, (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Approvals, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control such Approvals as may be necessary as a result of concentrations between undertakingsany request by Buyer or any of its Affiliates, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); and (D) all Approvals required where failure to be obtained fromobtain, secure or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or make such Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not have or reasonably be expectedexpected to have, individually or in the aggregate, to be material to the operation of the Business taken as a wholeMaterial Adverse Effect.

Authority, Approvals and Consents. (a) Parent has The Companies have the corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Documents to which they are a party and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the Board of Directors of each of the Companies and no other corporate proceedings on the part of the Companies are necessary to authorize and approve this Agreement and the transactions contem- plated hereby and thereby. This Agreement has been duly executed and delivered by, and constitutes valid and binding obligations of, each of the Companies, enforceable against the Companies in accordance with its respective terms. The execution and delivery of this Agreement and any other instruments to be executed and delivered by Parent the Partnership pursuant hereto and to consummate the consummation of the transactions contemplated hereby and therebythereby have been duly authorized by the Partnership. At No other act or proceeding on the Closingpart of the Partnership or its partners is necessary to authorize this Agreement, each the other Seller will have the corporate (or other Entity) power and authority, to execute, deliver and perform the Ancillary Documents instruments to be executed, executed and delivered and performed by such Seller and to consummate the Partnership pursuant hereto or the transactions contemplated hereby or thereby. This Agreement constitutes, and therebywhen executed and delivered the other instruments to be executed and delivered by the Partnership pursuant hereto will constitute, the legal, valid and binding agreements of such Partnership, enforceable against the Partnership in accordance with their respective terms. The execution, delivery and performance by Parent each of the Companies, the Partnership and each Shareholder of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Seller of the Ancillary Documents to which it or he is a party and the consummation of the transactions contemplated hereby and thereby by such Sellers will have been, duly authorized and approved by the board of directors (or comparable governing body) of each of the Sellers, and no other corporate (or other Entity) actions or proceedings on the part of Sellers or Equityholders of Sellers are necessary to authorize and approve this Agreement or the Ancillary Documents to be executed and delivered by Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Parent, and the Ancillary Documents to be executed and delivered by any Seller at the Closing will be duly executed and so delivered by such Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Seller will constitute, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions. (b) The execution, delivery and performance by Parent of this Agreement and by the applicable Sellers of the Ancillary Documents to be executed, delivered and performed by them, the consummation by Parent and the applicable Sellers of the transactions contemplated hereby and thereby, and compliance by the applicable Sellers hereof and thereof, do not and will not: (ia) contravene or violate any provision of any provisions of the Governing Documents Articles of Parent, Incorporation or ByLaws (including any comparable governing instrument with a different name) of either of the Sellers Companies or any Transferred Company provisions of the LP Certificate or Non-Controlled Companythe Limited Partnership Agreement; (iib) (after notice or lapse of time or both) conflict with, result in a breach of any provision of, constitute a default under, result in the modification, suspension modification or cancellation of, or give rise to the loss any right of a benefit undertermination or acceleration in respect of, any Company Agreement (as defined in Section 2.15) or, except as set forth on Schedule 2.4 hereto, require any consent or waiver of any party to any Company Agreement; (c) result in the creation of any Encumbrance security interest upon, or any person obtaining any right to acquire, any properties, assets or rights of the Companies or the Partnership (other than Permitted Encumbrances) on, or entitle any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or decrease any benefit or obligation under, any Contract or Order to which Parent, any the rights of the Sellers is a party or to which Parent or any of the Sellers, or any of their Assets is subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business, taken as a wholeMerger Subs hereunder); (iiid) in any material respect, violate or conflict with any Legal Requirements (other than Antitrust Lawsas defined in Section 2.9) applicable to any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company Companies or any of their businesses or Assets; (iv) require Parent, any Seller, any Transferred Company or, to the Knowledge of Parent, any Non-Controlled Company to obtain, secure or make any material Approval, except for (A) Approvals in respect of Permits, (B) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (C) Approval from the European Commission pursuant to the European Council Regulation (EC) No 139/2004 on the control of concentrations between undertakings, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); and (D) all Approvals required to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or Approval with respect to Parent, Sellers, any of the Transferred Companies Partnership or any of their respective businesses or Assetsproperties; or (e) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental, administrative or judicial authority, except as would not reasonably be expected, individually in connection with or in compliance with the aggregateprovisions of the H-S-R Act (as defined in Section 5.3). Except as set forth or referred to above, no authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any governmental administrative or judicial authority is necessary to be obtained or made by the Companies or the Partnership to enable the Companies and the Partnership to continue to conduct their respective businesses and operations and use their respective properties after the Closing in a manner which is in all material to the operation of the Business taken as a wholerespects consistent with that in which they are presently conducted.

Authority, Approvals and Consents. (a) Parent Seller has the corporate power and authority to execute, deliver and perform this Agreement and at the Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, Closing each other Rockwood Seller will have the corporate power and authority (or other Entity) equivalent power and authority, ) to execute, deliver and perform the Ancillary Documents to be executed, executed and delivered and performed by such Seller and Rockwood Sellers and, in each case, to consummate the transactions contemplated hereby and therebythereby by such party. The execution, delivery and performance by Parent Seller of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Parent of the transactions contemplated hereby and thereby, have been, and at the Closing the execution, delivery and performance by each Rockwood Seller of the Ancillary Documents to which it is they are, or are specified to be, a party and the consummation of the transactions contemplated hereby and thereby by such the Rockwood Sellers will have been, duly authorized and approved by the board Board of directors Directors (or comparable governing body) of Seller and each of the other Rockwood Sellers, as applicable, and no other corporate (or other Entityequivalent) actions or proceedings on the part of the Rockwood Sellers or Equityholders the shareholders or other equity holders of the Rockwood Sellers are necessary to authorize and approve this Agreement or and the Ancillary Documents to be executed and delivered by the Rockwood Sellers and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by ParentSeller, and the Ancillary Documents to be executed and delivered by any Rockwood Seller at the Closing will be duly executed and so delivered by such Rockwood Seller. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Rockwood Seller will constitute, a legal, valid and binding obligation of Seller or such PersonRockwood Seller, as the case may be, enforceable against Seller or such Person Rockwood Seller, as the case may be, in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally. (b) The execution, execution and delivery and performance by Parent Seller of this Agreement does not, the execution and delivery by the applicable Sellers any Rockwood Seller of the each Ancillary Documents Document to be executedwhich it is, delivered or is specified to be, a party will not, and performed by them, the consummation by Parent and the applicable Rockwood Sellers of the transactions contemplated hereby and thereby, and the performance by the Rockwood Sellers and the Transferred Companies of their respective obligations hereunder and thereunder and compliance by the applicable Rockwood Sellers and the Transferred Companies with the terms hereof and thereof, do not and thereof will not: (i) contravene or violate , in any provision of any of the Governing Documents of Parent, the Sellers or any Transferred Company or Non-Controlled Company; (ii) material respect conflict with, or result in a breach any material violation of any provision ofor material default (with or without notice or lapse of time, constitute a default or both) under, result in the modification, suspension or cancellation of, give rise to the a right of termination, cancellation or acceleration of any material obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) on, or entitle Lien upon any Person (with or without due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or decrease the Assets of any benefit or obligation Transferred Company under, any provision of (i) the certificate of incorporation or by-laws (or comparable governing instruments), each as in effect, of any Rockwood Seller or Transferred Company, (ii) any Contract or Order to which Parent, any of the Sellers Rockwood Seller is a party or to by which Parent or any of the Sellers, or any of their respective Assets is subject, except, in each case, as would not reasonably be expected, individually bound or in the aggregate, to be material to the operation of the Business, taken as a whole; (iii) in any material respect, violate Order or conflict with any Legal Requirements (other than Antitrust Laws) Law applicable to any Seller, Rockwood Seller or any Transferred Company or, or their respective Assets. No Approval or material Consent is required to the Knowledge of Parent, be obtained or made by or with respect to any Non-Controlled Company Rockwood Seller or any of their businesses or Assets; (iv) require Parent, any Seller, any Transferred Company orin connection with the execution, to delivery and performance of this Agreement or any Ancillary Document by any Rockwood Seller or the Knowledge consummation by any Rockwood Seller of Parentthe transactions contemplated hereby or thereby, any Non-Controlled Company to obtain, secure or make any material Approval, except for other than (Au) Approvals in respect of Company Permits, (Bv) the Approvals set forth on Schedule 2.3 of the Disclosure Letter, (w) compliance with and filings under the Xxxx-Xxxxx-Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); , (Cx) Approval from the European Commission pursuant to the European Council Regulation Non-US Antitrust Approvals (ECy) No 139/2004 on the control Consents in respect of concentrations between undertakingsMaterial Agreements, OJ L24, 29 January 2004, p. 1-22 (the “EMR”); Leases and Benefit Plans and (Dz) all Approvals and Consents that may be required solely by reason of Buyer’s (as opposed to be obtained from, or any filings or other notifications required to be made to or with, any non-U.S. Governmental Authority third party’s) participation in connection with the transactions contemplated hereby under Applicable Non-U.S. Antitrust Laws (and by the “Non-U.S. Antitrust Approvals”); or (v) result in the cancellation, revocation, suspension, or modification of any Permit or Approval with respect to Parent, Sellers, any of the Transferred Companies or any of their respective businesses or Assets, except as would not reasonably be expected, individually or in the aggregate, to be material to the operation of the Business taken as a wholeAncillary Documents.