Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. (a) Seller has the corporate power and authority to execute, deliver and perform this Agreement and at the Closing each Rockwood Seller will have the corporate power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents to be executed and delivered by such Rockwood Sellers and, in each case, to consummate the transactions contemplated hereby and thereby by such party. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been, and at the Closing the execution, delivery and performance by each Rockwood Seller of the Ancillary Documents to which they are, or are specified to be, a party and the consummation of the transactions contemplated thereby by the Rockwood Sellers will have been, duly authorized and approved by the Board of Directors (or comparable governing body) of Seller and each of the other Rockwood Sellers, as applicable, and no other corporate (or other equivalent) proceedings on the part of the Rockwood Sellers or the shareholders or other equity holders of the Rockwood Sellers are necessary to authorize and approve this Agreement 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 Seller, and the Ancillary Documents to be executed and delivered by any Rockwood Seller at the Closing will be duly executed and 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 valid and binding obligation of Seller or such Rockwood Seller, as the case may be, enforceable against Seller or such Rockwood Seller, as the case may be, in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally.

Authority, Approvals and Consents. (a) Seller Buyer has the corporate power and authority to execute, deliver and perform this Agreement and at the Closing each Rockwood Seller will have the corporate power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents to be executed and delivered by such Rockwood Sellers and, in each case, Buyer and to consummate the transactions contemplated hereby and thereby by such partythereby. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation of the transactions contemplated hereby have been, and at the Closing the execution, delivery and performance by each Rockwood Seller of the Ancillary Documents to which they areit is, or are is specified to be, a party and the consummation of the transactions contemplated hereby and thereby by the Rockwood Sellers will Buyer have been, been duly authorized and approved by the Board of Directors (or other comparable governing bodybodies) of Seller and each of the other Rockwood Sellers, as applicable, Buyer and no other corporate (or other equivalent) proceedings on the part of the Rockwood Sellers Buyer or the shareholders or other equity holders of the Rockwood Sellers Buyer are necessary to authorize and approve this Agreement and the Ancillary Documents to be executed and delivered by the Rockwood Sellers Buyer and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by SellerBuyer, and the Ancillary Documents to be executed and delivered by any Rockwood Seller Buyer at the Closing will be duly executed and so delivered by such Rockwood SellerBuyer. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Rockwood Seller Buyer will constitute, a valid and binding obligation of Seller or such Rockwood Seller, as the case may beBuyer, enforceable against Seller or such Rockwood Seller, as the case may be, Buyer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws affecting creditors’ rights generally.

Authority, Approvals and Consents. (a) Seller Parent has the corporate power and authority to execute, deliver and perform this Agreement and at the Closing Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, each Rockwood other Seller will have the corporate (or other Entity) power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents to be executed and delivered by such Rockwood Sellers and, in each case, Seller and to consummate the transactions contemplated hereby and thereby by such partythereby. The execution, delivery and performance by Seller 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 Rockwood other Seller of the Ancillary Documents to which they are, or are specified to be, it is a party and the consummation of the transactions contemplated hereby and thereby by the Rockwood such other 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, Sellers and no other corporate (or other equivalentEntity) proceedings on the part of the Rockwood Sellers or the shareholders or other equity holders of the Rockwood Sellers are necessary to authorize and approve this Agreement 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 SellerParent, 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 valid and binding obligation of Seller or such Rockwood Seller, as the case may be, enforceable against such Seller or such Rockwood Seller, as the case may be, 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 generallythe Bankruptcy and Equity Exceptions.

Authority, Approvals and Consents. (a) Seller Parent has the corporate power and authority to execute, deliver and perform this Agreement and at the Closing Ancillary Documents to be executed and delivered by Parent and to consummate the transactions contemplated hereby and thereby. At the Closing, each Rockwood other Seller will have the corporate power and authority (or equivalent other Entity) power and authority) , to execute, deliver and perform the Ancillary Documents to be executed executed, delivered and delivered performed by such Rockwood Sellers and, in each case, Seller and to consummate the transactions contemplated hereby and thereby by such partythereby. The execution, delivery and performance by Seller 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 Rockwood Seller of the Ancillary Documents to which they are, or are specified to be, it is a party and the consummation of the transactions contemplated hereby and thereby by the Rockwood such 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 equivalentEntity) actions or proceedings on the part of the Rockwood Sellers or the shareholders or other equity holders Equityholders of the Rockwood Sellers are necessary to authorize and approve this Agreement and or 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 SellerParent, 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 Rockwood Seller, as the case may bePerson, enforceable against Seller or such Rockwood Seller, as the case may be, Person 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 generallythe Bankruptcy and Equity Exceptions.

Authority, Approvals and Consents. (a) Seller has the corporate power and authority to execute, deliver and perform enter into this Agreement and at the Closing each Rockwood Seller will have the corporate power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents and to be executed perform its obligations hereunder and delivered by such Rockwood Sellers and, in each case, to consummate the transactions contemplated hereby and thereby by such partythereunder. The execution, delivery and performance by Seller of this Agreement and each Ancillary Document and the consummation 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 they are, or are specified to be, a party and the consummation of the transactions contemplated thereby by the Rockwood Sellers will have been, been duly authorized and approved by the Board of Directors (or comparable governing body) of Seller and each of the other Rockwood Sellers, as applicableSeller, and no other corporate (or other equivalent) proceedings on the part of the Rockwood Sellers Seller or the shareholders or other equity holders of the Rockwood Sellers Seller are necessary to authorize and approve this Agreement and or the Ancillary Documents to be executed and delivered by the Rockwood Sellers and the transactions contemplated hereby and or thereby. This Agreement and each Ancillary Document has been duly executed and delivered by Seller, Seller and the Ancillary Documents to be executed and delivered by any Rockwood Seller at the Closing will be duly executed and delivered by such Rockwood SellerBalk (as applicable). This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by any Rockwood Seller will constitute, constitutes a valid and binding obligation of Seller or such Rockwood Seller, and Balk (as the case may beapplicable), enforceable against Seller or such Rockwood Seller, and Balk (as the case may beapplicable), in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws laws affecting creditors’ ' rights generally.generally or by the principles governing the availability of equitable remedies. The execution, delivery and performance of this Agreement and the Ancillary Documents by Seller and Balk, and the consummation of the transactions contemplated hereby and thereby do not and will not:

Authority, Approvals and Consents. (a) Seller has The Companies have the corporate power and authority to execute, deliver and perform enter into this Agreement and at the Closing each Rockwood Seller will have the corporate power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents to be executed which they are a party and delivered by such Rockwood Sellers and, in each case, to consummate the transactions contemplated hereby perform their obligations hereunder and thereby by such partythereunder. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been, and at the Closing the execution, delivery and performance by each Rockwood Seller of the Ancillary Documents to which they are, or are specified to be, a party and the consummation of the transactions contemplated hereby and thereby by the Rockwood Sellers will have been, been duly authorized and approved by the Board of Directors (or comparable governing body) of Seller and each of the other Rockwood Sellers, as applicable, Companies and no other corporate (or other equivalent) proceedings on the part of the Rockwood Sellers or the shareholders or other equity holders of the Rockwood Sellers Companies are necessary to authorize and approve this Agreement and the Ancillary Documents to be executed and delivered by the Rockwood Sellers and the transactions contemplated contem- plated hereby and thereby. This Agreement has been duly executed and delivered by Sellerby, and constitutes valid and binding obligations of, each of the Ancillary Documents 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 any Rockwood Seller at the Closing will Partnership pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Partnership. No other act or proceeding on the part of the Partnership or its partners is necessary to authorize this Agreement, the other instruments to be duly executed and delivered by such Rockwood Sellerthe Partnership pursuant hereto or the transactions contemplated hereby or thereby. This Agreement constitutes, and at when executed and delivered the Closing each Ancillary Document other instruments to be executed and delivered by any Rockwood Seller the Partnership pursuant hereto will constitute, a the legal, valid and binding obligation agreements of Seller or such Rockwood Seller, as the case may bePartnership, enforceable against Seller or such Rockwood Seller, as the case may be, Partnership in accordance with its their respective terms. The execution, except as enforceability may be limited delivery and performance by applicable bankruptcyeach of the Companies, insolvency, reorganization, moratorium, fraudulent transfer the Partnership and each Shareholder of this Agreement and the Documents to which it or similar Laws affecting creditors’ rights generally.he is a party and the consummation of the transactions contemplated hereby and thereby do not and will not:

Authority, Approvals and Consents. (a) Seller has the corporate limited company power and authority to execute, deliver and perform this Agreement and at the Closing each Rockwood Ancillary Documents to be executed and delivered by 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, the LTIP Trustee will have the corporate organizational power and authority (or equivalent power and authority) to execute, deliver and perform the Ancillary Documents to be executed and delivered by such Rockwood Sellers and, in each case, the LTIP Trustee and to consummate the transactions contemplated hereby and thereby by such partythereby. The execution, delivery and performance by Seller of this Agreement and each of the Ancillary Documents to which it will at Closing be a party, and the consummation by Seller of the transactions contemplated hereby and thereby have been, been (and at the Closing the execution, delivery and performance by each Rockwood Seller the LTIP Trustee of the Ancillary Documents to which they are, or are specified to be, it is a party and the consummation of the transactions contemplated hereby and thereby by the Rockwood Sellers will have been, ) duly authorized and approved by the Board general partner (or the board of Directors directors (or comparable governing body)) of Seller and each of the other Rockwood Sellers, as applicablesuch Entity, and no other limited company (or corporate (or other equivalentEntity)) proceedings on the part of the Rockwood Sellers Seller (or such LTIP Trustee or the shareholders or other equity holders of Seller or the Rockwood Sellers LTIP Trustee) are necessary to authorize and approve this Agreement and the Ancillary Documents to be executed and delivered by Seller (or the Rockwood Sellers LTIP Trustee) and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller, and the Ancillary Documents to be executed and delivered by Seller or any Rockwood Seller Minority Shareholder at the Closing will be duly executed and so delivered by Seller or such Rockwood SellerMinority Shareholder, as applicable. This Agreement constitutes, and at the Closing each Ancillary Document to be executed and delivered by Seller or any Rockwood Seller Minority Shareholder will constitute, a legal, valid and binding obligation of Seller or such Rockwood SellerMinority Shareholder, as the case may beapplicable, enforceable against Seller or such Rockwood SellerMinority Shareholder, as the case may beapplicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar Laws Legal Requirements affecting creditors’ rights generallygenerally or by the principles governing the availability of equitable remedies.