Common use of Authority, Approvals and Consents Clause in Contracts

Authority, Approvals and Consents. Each of the Company and the Shareholders has the requisite power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements has been or will be duly executed and delivered by each of the Company and the Shareholders and constitutes or will constitute a valid and binding obligation of each of the Company and the Shareholders, enforceable against each of the Company and the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. Except as set forth in Section 3.4 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the Shareholders and the consummation of the transactions contemplated hereby and thereby do not and will not: (a) contravene any provisions of the Certificate of Incorporation or By-Laws of the Company; (b) after notice or lapse of time or both, conflict with, result in a breach of any provision of, constitute a default or require consent or the provision of notice under, result in the modification or cancellation of, or give rise to any right of prepayment under or termination in respect of, (i) any Material Agreement or Property Lease and (ii) any other material agreement, contract, commitment, understanding or arrangement of any kind to which the Shareholders, the Company or any Subsidiary is a party or to which the Shareholders or any of the Company’s or any Subsidiary’s property is subject; (c) violate or conflict with any Legal Requirements applicable to the Shareholders, the Company or any Subsidiary, except where such violation or conflict could not reasonably be expected to have a Material Adverse Effect; or (d) except for filings under the HSR Act, require any material authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authority.

Authority, Approvals and Consents. Each of the Company and the Shareholders (a) Seller has the requisite corporate power and corporate authority to execute, deliver and perform this Agreement and the Ancillary Agreements Agreement, and to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby. Each performance of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby shall at the Closing have been duly authorized and approved by the Board of Directors of Seller and no other corporate proceedings on the part of Seller or the shareholders of Seller are necessary to authorize and approve this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller, and the other instruments and documents required or contemplated herein to be executed and delivered by Seller at the Closing will be duly executed and delivered by so delivered. This Agreement constitutes, and at the Closing each of the Company and the Shareholders and constitutes or such other instruments will constitute constitute, a valid and binding obligation of each of the Company and the ShareholdersSeller, enforceable against each of the Company and the Shareholders Seller 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 or by the principles governing the availability of equitable remedies. . (b) Except as otherwise set forth in Section 3.4 of the Disclosure ScheduleSchedule 2.1.4, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the Shareholders Seller and the consummation of the transactions contemplated hereby and thereby do not and will not: (ai) contravene any provisions of the Certificate certificate of Incorporation incorporation or Byby-Laws laws of the Seller, Rockwood, Evode U.S.A. or any Company; (bii) after notice or lapse of time or both, conflict with, result in a breach of any provision of, constitute a default or require consent or the provision of notice under, result in the modification or cancellation of, or give rise to any right of prepayment under or termination in respect of, any (ix) any Material Agreement material Permit, (y) Lease or Property Lease and (iiz) any other material contract, agreement, contract, commitment, understanding or arrangement of any kind to which the Shareholders(A) Seller, the Company Rockwood or any Subsidiary Evode U.S.A. is a party or to which the Shareholders Seller, Rockwood or Evode U.S.A. or any of their property is subject or (B) to which any Company is a party or to which any Company or any of the Company’s or any Subsidiary’s property of the Companies is subject, except, in the case of clause (z), for such conflicts, breaches, defaults, modifications, cancellations or terminations as would not in the aggregate reasonably be expected to have a Material Adverse Effect or have a material adverse effect on Seller's ability to consummate the transactions contemplated hereby; (ciii) violate or conflict with any Legal Requirements applicable to the ShareholdersSeller, the Rockwood, Evode U.S.A. or any Company or any Subsidiaryof their business or property (other than those applicable as a result of the status of Buyer), except where such violation violations or conflict could conflicts would not in the aggregate reasonably be expected to have a Material Adverse EffectEffect or have a material adverse effect on Seller's ability to consummate the transactions contemplated hereby; or (div) except for filings under the HSR Act, require any material authorization, consent, order, permit order or approval of, or notice to, or filing, registration or qualification with, any Governmental AuthorityAuthority (a "Government Filing"), except for (x) Government Filings in respect of Permits, (y) the Government Filings set forth on Schedule 2.1.4 and (z) Government Filings which may be required to be made or obtained pursuant to the HSR Act.

Authority, Approvals and Consents. Each of the The Company and the Shareholders has the requisite corporate --------------------------------- power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Related Agreements and to consummate perform all its obligations contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and therebythereby have been duly authorized and approved by the Board of Directors and stockholders of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize and approve the same. Each of this This Agreement and the Ancillary Related Agreements has have been or will be duly executed and delivered by each of the Company by, and the Shareholders and constitutes or will constitute a valid and binding obligation of each of obligations of, the Company and the ShareholdersCompany, enforceable against each of the Company and the Shareholders in accordance with its terms, their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ ' rights generally or by the principles governing the availability of equitable remedies). Except as set forth in Section 3.4 of the Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Ancillary Related Agreements by the Company and the Shareholders and the consummation of the transactions contemplated hereby and thereby do not and will not: (ai) contravene any provisions of the Certificate of Incorporation charter or By-Laws Bylaws of the Company; (bii) after notice or lapse of time or both, conflict with, result in a breach of any provision of, constitute a default or require consent or the provision of notice under, result in the modification or cancellation of, or give rise to any right of prepayment under termination or termination acceleration in respect of, (i) any Material Agreement Contract or, except as set forth in Schedule 7.3, require any consent or Property Lease and (ii) any other material agreement, contract, commitment, understanding or arrangement waiver of any kind party to which any Contract; (iii) result in the Shareholders, the Company or creation of any Subsidiary is a party or to which the Shareholders or Encumbrance upon any of the Company’s or any Subsidiary’s property is subjectAssets; (civ) violate or conflict with any Legal Requirements law, ordinance, code, rule, regulation, judgment, decree, injunction, order or other requirement of any governmental, administrative or judicial entity applicable to the Shareholders, the Company or any Subsidiary, except where such violation of its businesses or conflict could not reasonably be expected to have a Material Adverse Effectproperties; or (dv) except for filings under the HSR Act, require any material authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authoritygovernmental, administrative or judicial authority. 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 to enable the Buyer to continue to conduct the Business and use the Assets after the Closing in the manner which is in all material respects consistent with that in which they are presently conducted by the Company.

Authority, Approvals and Consents. Each of the The Company and the Shareholders has the requisite corporate power and authority to execute, deliver and perform enter into this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. Each of this Agreement and the Ancillary Agreements has been or will be duly executed and delivered by each of the Company and the Shareholders and constitutes or will constitute a valid and binding obligation of each of the Company and the Shareholders, enforceable against each of the Company and the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. Except as set forth in Section 3.4 of the Disclosure Schedule, the The execution, delivery and performance of this Agreement and the Ancillary Agreements consummation of the transactions contemplated hereby have been duly authorized and approved by the Board of Directors of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize and approve this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by, and constitutes a legal, valid and binding obligation of, the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws and judicial decisions of general application relating to or affecting the enforcement of creditors' rights generally or by general equitable principles. The execution, delivery and performance of this Agreement by the Company and the Shareholders Management Stockholders and the consummation of the transactions contemplated hereby and thereby do not and will not: (ai) contravene any provisions of the Certificate of Incorporation or By-Laws Bylaws of the Company; (bii) (after notice or lapse of time or both, ) conflict with, result in a breach of any provision of, constitute a default or require consent or the provision of notice under, result in the modification or cancellation of, or give rise to any right of prepayment under termination or termination acceleration in respect of, (i) any Material Agreement or Property Lease and (ii) any other material agreement, contract, commitment, understanding or arrangement agreement of any kind to which the Shareholders, the Company or its subsidiaries (a "Company Agreement") or require any Subsidiary is a consent or waiver of any party or to which the Shareholders or any of the Company’s or any Subsidiary’s property is subjectCompany Agreement; (ciii) result in the creation of any Encumbrance upon, or any person obtaining any right to acquire, any properties, assets or rights of the Company (other than the rights of the Majority Stockholder, the Management Stockholders and the Company set forth herein); (iv) violate or conflict with any Legal Requirements laws, ordinances, codes, rules, regulations, standards, judgments and other requirements of all governmental, administrative or judicial entities applicable to the Shareholders, the Company or any Subsidiary, except where such violation of its businesses or conflict could not reasonably be expected to have a Material Adverse Effectproperties; or (dv) except for filings under the HSR Act, require any material authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authoritygovernmental, administrative or judicial authority.

Authority, Approvals and Consents. Each of the Company and the Shareholders has the requisite power and authority to execute, deliver and perform this This Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Ancillary Agreements has been or will be duly executed and delivered by each of the Company and the Shareholders Sellers and constitutes or will constitute a valid and binding obligation of each of the Company and the Shareholderseach Seller, enforceable against each of the Company and the Shareholders each Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or similar laws affecting creditors’ rights generally or by the principles governing the availability of equitable remedies. The Company has full right, power and authority to execute, deliver and perform this Agreement, and all proper actions of the officers, directors and shareholders of the Company authorizing and adopting the execution, delivery and performance hereof have been taken. Except as otherwise set forth in Section 3.4 of the Disclosure ScheduleSchedule 3.4, the execution, delivery and performance of this Agreement and the Ancillary Agreements by the Company and the Shareholders Sellers and the consummation of the transactions contemplated hereby and thereby do not and will not:: 15 (a) contravene any provisions of the Certificate of Incorporation or By-Laws of the Company; ; (b) (after notice or lapse of time or both, ) conflict with, result in a breach of any provision of, constitute a default or require consent or the provision of notice under, result in the modification or cancellation of, or give rise to any right of prepayment under or termination in respect of, (i) any Material Agreement or Property Lease and (ii) any other material contract, agreement, contract, commitment, understanding or arrangement of any kind to which the Shareholders, Sellers or the Company or any Subsidiary is a party or to which the Shareholders or any of the Sellers or the Company’s or any Subsidiary’s property is subject; ; (c) violate or conflict with any Legal Requirements applicable to Sellers or to the Shareholders, the Company Company; or any Subsidiary, except where such violation or conflict could not reasonably be expected to have a Material Adverse Effect; or (d) except for filings under with the HSR ActNASD and as contemplated by Section 5, require any material authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Governmental Authoritygovernmental, administrative or judicial authority by the Company.