Common use of Authority/Consent Clause in Contracts

Authority/Consent. Each of the Sellers has full corporate power and authority to carry on its business as now conducted, to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Sellers of this Agreement and the other agreements, documents and instruments contemplated hereby, the consummation by each of the Sellers of the transactions contemplated hereby and thereby and the performance by each of the Sellers of its obligations hereunder and thereunder: (i) have been duly and validly authorized by all necessary corporate action, including, without limitation, all necessary shareholder action; and (ii) do not and will not, except as set forth on Schedule 3.2, (A) conflict with or violate any of the provisions of the certificate of incorporation or by-laws, each as amended, with respect to any of the Sellers, (B) violate any law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any of the Sellers, the Purchased Assets or the Assumed Liabilities, (C) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any of the Sellers under, or violate or conflict with or result in a breach of, or constitute a default under, any material instrument, agreement or indenture or any mortgage, deed of trust or similar contract to which any of the Sellers is a party or by which any of the Sellers or any of the Purchased Assets or Assumed Liabilities are bound or affected, (D) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, or (E) require the consent, authorization or approval of, or notice to, or filing or registration with, any governmental body or authority, or any other third party.

Authority/Consent. Each of Investor and Merger Sub has the Sellers has full corporate capacity, right, power and authority to carry on its business as now conductedenter into, to execute and deliver this Agreement and the other agreements, documents any and instruments contemplated herebyall Related Agreements to which it is a party, to consummate the transactions contemplated hereby by this Agreement and thereby any and all Related Agreements to which it is a party, and to perform its obligations hereunder comply with and thereunderfulfill the terms and conditions of this Agreement and any and all Related Agreements to which it is a party. The execution and delivery by each of the Sellers of this Agreement and the other agreements, documents all Related Agreements to which it is a party by each of Investor and instruments contemplated hereby, Merger Sub and the consummation by each of the Sellers Investor and Merger Sub of the transactions contemplated hereby and or thereby and the performance by each of the Sellers of its obligations hereunder and thereunder: (i) have been duly and validly authorized by all necessary corporate actionaction on the part of each of Investor and Merger Sub. This Agreement and each Related Agreement to which Investor or Merger Sub is a party constitutes a valid and binding obligation of Investor or Merger Sub, includingas applicable, without limitationenforceable against Investor or Merger Sub, all as applicable, in accordance with its respective terms and conditions. No further action is necessary shareholder action; by Investor or Merger Sub to make this Agreement or any Related Agreements valid and (ii) do not binding upon Investor and will notMerger Sub and enforceable against Investor and Merger Sub in accordance with the terms hereof or thereof or to carry out the transactions contemplated hereby or thereby. Neither the execution and delivery of this Agreement or any Related Agreement to which it is a party, except as set forth on Schedule 3.2nor the consummation of the transactions contemplated hereby or thereby, (A) conflict nor compliance by Investor and Merger Sub with or violate any of the provisions of the certificate of incorporation or by-laws, each as amended, with respect to any of the Sellers, (B) violate any law, ordinance, rule or regulation this Agreement or any judgmentRelated Agreement will: (a) Conflict with, orderviolate, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any of the Sellers, the Purchased Assets or the Assumed Liabilities, (C) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any of the Sellers under, or violate or conflict with or result in a breach or violation of, or constitute a default (or an event which, with or without notice or lapse of time or both, would constitute a default) under, or give rise to any material instrumentright of termination, agreement cancellation, or indenture acceleration, or requires a consent or waiver, under any mortgageprovision of Investor’s Certificate of Formation or Operating Agreement and Merger Sub’s Articles of Incorporation, deed of trust or similar contract to which Bylaws or other organization and/or governing documents or under any of the Sellers terms, conditions or provisions of any note, Lien, bond, mortgage, indenture, license, lease, loan, contract, commitment, agreement, understanding, arrangement, restriction or other instrument or obligation to which either Investor or Merger Sub is a party or by which any of the Sellers either Investor or Merger Sub or any of the Purchased Assets their respective properties or Assumed Liabilities are bound assets may be bound; (b) Violate or affectedconflict with any Law applicable to Investor or Merger Sub or any properties or assets of Investor or Merger Sub; or (c) Constitute an event which, (D) with or without notice, lapse of time, or action by a third party, could result in the creation or imposition of any Encumbrance Lien, upon any of the Purchased Assetsassets or properties of Investor or Merger Sub, or (E) require cause the consentmaturity of any liability, authorization or approval ofobligation, or notice to, debt of Investor or filing Merger Sub to be accelerated or registration with, any governmental body or authority, or any other third partyincreased.

Authority/Consent. Each of the Sellers has full corporate corporate, limited liability company or limited partnership, as the case may be, power and authority to carry on its business as now conducted, to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Sellers of this Agreement and the other agreements, documents and instruments contemplated hereby, the consummation by each of the Sellers of the transactions contemplated hereby and thereby and the performance by each of the Sellers of its obligations hereunder and thereunder: (i) have been duly and validly authorized by all necessary corporate corporate, limited liability company or limited partnership, as the case may be, action, including, without limitation, all necessary shareholder shareholder, member or partner action, as the case may be; and (ii) do not and will not, except as set forth on Schedule 3.2, (A) conflict with or violate any of the provisions of the certificate of incorporation or incorporation, by-laws, articles of organization, operating agreement, or limited partnership agreement, as the case may be, each as amended, with respect to any of the Sellers, (B) violate any law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any of the Sellers, the Purchased Assets or the Assumed Liabilities, (C) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any either of the Sellers under, or violate or conflict with or result in a breach of, or constitute a default under, any material instrument, agreement or indenture or any mortgage, deed of trust or similar contract to which any either of the Sellers is a party or by which any either of the Sellers or any of the Purchased Assets or Assumed Liabilities are bound or affected, (D) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, or (E) require the consent, authorization or approval of, or notice to, or filing or registration with, any governmental body or authority, or any other third party.

Authority/Consent. Each Confirmation (to the extent required) of the Sellers has full corporate power consent of the Authority to the sale and authority to carry on its business as now conducted, to execute and deliver this Agreement purchase of the Shares hereunder and the other agreements, documents and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by each to all the parties thereto of the Sellers Deeds of Adherence by the Authority provided that the final form of the Deeds of Adherence contain, in substantially the same form, those provisions of clauses 2.2 and 3.1 of the Deeds of Adherence annexed hereto. The acts, matters and transactions referred to in Clause 4.1(d) are as follows: (a) the allotment or issue of, or the grant of any right to call for the allotment or issue of, any share or loan capital of any Group Company; (b) the redemption or purchase by any Group Company of any of its own share capital; (c) the declaration, making or payment of any dividend (whether in cash or in specie) or other distribution (other than a dividend or other distribution lawfully made to another Group Company); (d) the passing of a shareholders' resolution; (e) the entering into of any transaction with any Seller or any of its Connected Persons otherwise than on arm's length terms and in the ordinary course of business; (f) the amendment of a Material Contract outside the ordinary course of business or termination of a Material Contract; (g) the acquisition or disposal of any interest in real property; (h) the approval by any Group Company of any capital expenditure (or the entering into of any such capital expenditure which has not been previously approved) which individually, or which, when aggregated with all other capital commitments entered into between the date of this Agreement and the other agreementsCompletion, documents and instruments contemplated hereby, the consummation by each of the Sellers of the transactions contemplated hereby and thereby and the performance by each of the Sellers of its obligations hereunder and thereunder: exceeds £500,000 (five hundred thousand pounds); (i) have been duly the disposal of the whole or any significant part of the business and validly authorized undertaking of any Group Company; (j) the acquisition of any company, business or undertaking; (k) the acquisition, otherwise than in the ordinary course of trading, of any asset for a consideration which individually, or which, when aggregated with all other such acquisitions of such assets exceeds £500,000 (five hundred thousand pounds); (l) the amendment, or agreement to amend, the terms of its borrowing or indebtedness in the nature of borrowing or create, incur, or agree to create or incur, borrowing or indebtedness in the nature of borrowing (except pursuant to facilities disclosed in the Disclosure Letter where the borrowing or indebtedness in the nature of borrowing does not exceed the amount available to be drawn by all necessary corporate actioneach Group Company under those facilities); (m) the grant of any guarantee, includingsecurity or indemnity for the obligations of any person (other than a Group Company); (n) the cancellation of any Policy (as defined in paragraph 18.1 of Schedule 8); (o) the offer by any Group Company to engage a new employee who would become a Senior Employee; (p) the dismissal of any Senior Employee by any Group Company except for cause; (q) any material amendment (including any increase in emoluments) to the terms of employment of any category of employees of any Group Company; (r) the amendment or discontinuance (wholly or partly) of a Disclosed Scheme (as defined in paragraph 23.1 of Schedule 8) or plan, without limitationproposal or intent to amend, all necessary shareholder action; and discontinue (iiwholly or partly), or exercise a discretion in relation to a Disclosed Scheme; (s) the creation of any form of security (other than a lien arising by operation of law or in the ordinary course of business) on or over the whole or any part of the undertaking or assets of any Group Company; (t) the commencement of litigation or arbitration proceedings; (u) the compromise, settlement, release, discharge or compounding of litigation or arbitration proceedings or the waiver of a right in relation to litigation or arbitration proceedings or the waiver of any material right other than in the ordinary course of trading; (v) the entering into of any agreement (whether or not conditional) to do not and will not, except as set forth on Schedule 3.2, (A) conflict with or violate any of the provisions foregoing; (w) the surrender or variation of or the application for any material Environmental Licences; (x) the entering into of any agreement for or relating to the extension of the certificate WSMI contract; (y) the entering into or making of incorporation any contract or bytender for any contract, or amendment or variation of any contract or tender with any customer or proposed customer, in each case, where the expected total revenue is in excess of £3,000,000 (three million pounds); (z) the entering into of any purchase order, sub-lawscontract or service contract for an amount in excess of £500,000 (five hundred thousand pounds), each unless as amendedpart of an approved contract or as required in order to fulfil the requirements of an existing contract; (aa) the entering into of any yacht construction contract or tender for any yacht construction contract (for the avoidance of doubt excluding the provision of non-binding illustrative values in respect of potential new business); (bb) the hiring of in excess of 20 (twenty) new employees or contractors; (cc) the making of in excess of 20 (twenty) redundancies; and (dd) without prejudice to Clauses 15.2 and 15.3, with respect the issuing of any press releases or the giving of any press interviews in relation to any the sale of the Sellers, (B) violate any law, ordinance, rule Shares or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any the future prospects of the Sellers, the Purchased Assets or the Assumed Liabilities, (C) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any business of the Sellers under, or violate or conflict with or result in a breach of, or constitute a default under, any material instrument, agreement or indenture or any mortgage, deed of trust or similar contract to which any of the Sellers is a party or by which any of the Sellers or any of the Purchased Assets or Assumed Liabilities are bound or affected, (D) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, or (E) require the consent, authorization or approval of, or notice to, or filing or registration with, any governmental body or authority, or any other third partyGroup.

Authority/Consent. Each of the Sellers The Seller has full corporate power and authority to carry on its business the Business as now conducted, to execute and deliver this Agreement and the other agreements, documents and instruments contemplated hereby, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by each of the Sellers Seller of this Agreement and the other agreements, documents and instruments contemplated hereby, the consummation by each of the Sellers Seller of the transactions contemplated hereby and thereby and the performance by each of the Sellers Seller of its obligations hereunder and thereunder: (i) have been duly and validly authorized by all necessary corporate company action, including, without limitation, all necessary shareholder member action; and (ii) do not and will not, except as set forth on Schedule 3.2, (A) conflict with or violate any of the provisions of the certificate articles of incorporation organization or by-lawsoperating agreement, each as amended, with respect to any of the SellersSeller, (B) violate any law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree or similar command of any court, administrative or governmental agency or other body applicable to any of the SellersSeller, the Purchased Assets or the Assumed LiabilitiesBusiness, (C) violate or conflict with the terms of, or result in the acceleration of, any indebtedness or obligation of any of the Sellers underSeller, or violate or conflict with or result in a breach of, or constitute a default under, under any material instrument, agreement or indenture or any mortgage, deed of trust or similar contract to which any of the Sellers Seller is a party or by which any of the Sellers Seller, or any of the Purchased Assets or Assumed Liabilities the Business are bound or affected, except for that indebtedness or obligations as to which Seller must obtain consent before Closing, (D) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, or (E) require the consent, authorization or approval of, or notice to, or filing or registration with, any governmental body or authority, or any other third party.