Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. SAG and Sub have the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of SAG and Sub, enforceable against SAG and Sub in accordance with its terms. Except as set forth on SCHEDULE 4.2 hereto, the execution, delivery and performance by SAG and Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) contravene any provisions of the certificate of incorporation or bylaws of SAG or Sub; (b) (after notice or lapse of time or both) conflict with, result in a breach of any provision, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any SAG Agreement (as defined below) or require any consent or waiver of any party to any SAG Agreement other than agreements the breach or violation of which could not reasonably be expected to have a Material Adverse Effect on SAG and its subsidiaries, taken as a whole; (c) violate or conflict with any Legal Requirements applicable to SAG or any of its subsidiaries or any of their respective businesses or properties; or (d) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authority, except in connection with or in compliance with the provisions of the Hart-Xxxxx-Xxxxxx Xxx.

Authority, Approvals and Consents. SAG UAG and Sub have the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of SAG of, UAG and Sub, enforceable against SAG UAG and Sub in accordance with its terms. Except as set forth on SCHEDULE 4.2 4.3 hereto, the execution, delivery and performance by SAG UAG and Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (ai) contravene any provisions of the certificate of incorporation or bylaws of SAG UAG or Sub; (bii) (after notice or lapse of time or both) conflict with, result in a breach of any provisionprovision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any SAG UAG Agreement (as defined below) or or, require any consent or waiver of any party to any SAG UAG Agreement other than agreements the breach or violation of which could not reasonably be expected to have a Material Adverse Effect material adverse effect on SAG UAG and its subsidiaries, taken as a whole; (ciii) violate or conflict with any Legal Requirements applicable to SAG UAG or any of its subsidiaries or any of their respective businesses or properties; or (div) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authoritygovernmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the HartH-XxxxxS-Xxxxxx XxxR Act.

Authority, Approvals and Consents. SAG Sunbelt and Sub BAG have the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of SAG of, Sunbelt and SubBAG, enforceable against SAG Sunbelt and Sub BAG in accordance with its terms. Except as set forth on SCHEDULE 4.2 hereto, the execution, delivery and performance by SAG Sunbelt and Sub BAG of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (ai) contravene any provisions of the certificate of incorporation or bylaws of SAG Sunbelt or SubBAG; (bii) (after notice or lapse of time or both) conflict with, result in a breach of any provision, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination contract, agreement, commitment, understanding, arrangement or acceleration in respect ofrestriction or, any SAG Agreement (as defined below) or require any consent Consent or waiver of any party to any SAG Agreement such agreement, restriction or arrangement other than agreements the breach or violation of which could not reasonably be expected to have a Material Adverse Effect on SAG and its subsidiaries, taken as a wholeSunbelt or BAG; (ciii) violate or conflict with any Legal Requirements applicable to SAG Sunbelt or any of its subsidiaries BAG, or any of their respective businesses or properties; or (div) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification withwithin any governmental, any Governmental Authorityadministrative or judicial authority, except in connection with or in compliance with the provisions of the Hart-Xxxxx-Xxxxxx XxxH.S.R. Act.

Authority, Approvals and Consents. SAG UAG and Sub have the corporate power and authority to enter into this Agreement and to perform their respective obligations hereunder. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of SAG of, UAG and Sub, enforceable against SAG UAG and Sub in accordance with its terms. Except as set forth on SCHEDULE 4.2 hereto, the execution, delivery and performance by SAG UAG and Sub of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (ai) contravene any provisions of the certificate of incorporation or bylaws of SAG UAG or Sub; (bii) (after notice or lapse of time or both) conflict with, result in a breach of any provisionprovision of, constitute a default under, result in the modification or cancellation of, or give rise to any right of termination or acceleration in respect of, any SAG UAG Agreement (as defined below) or or, require any consent or waiver of any party to any SAG UAG Agreement other than agreements the breach or violation of which could not reasonably be expected to have a Material Adverse Effect material adverse effect on SAG UAG and its subsidiaries, taken as a whole; (ciii) violate or conflict with any Legal Requirements applicable to SAG UAG or any of its subsidiaries or any of their respective businesses or properties; or (div) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authoritygovernmental, administrative or judicial authority, except in connection with or in compliance with the provisions of the HartH-XxxxxS-Xxxxxx XxxR Act.