Common use of Authority; Consents Clause in Contracts

Authority; Consents. Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution and delivery of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement and the Exhibits hereto have been duly executed and delivered by Seller and are valid, binding and enforceable obligations of Seller and constitute the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or similar laws and general principles of equity. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under or give rise to a right of termination or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Sellers or their respective properties or assets. No consent, waiver, approval, or registration, declaration or filing with, any court, administrative agency or other federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Sellers ("Governmental Entity") or any third party (so as to enable Sellers to assign Buyer the Assets and all of the Sellers' rights and benefits under the Contracts), is required by or with respect to any of the Sellers in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or thereby.

Authority; Consents. Subject only to the approval of the Acquisition and this Agreement by Seller's shareholders as contemplated by Section 6.1(a) hereof, Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conductedhereby. The execution and delivery of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller, subject only to the approval of the Acquisition by Seller's shareholders as contemplated by Section 6.1(a). This Agreement and the Exhibits hereto have has been duly executed and delivered by Seller and are valid, binding and enforceable obligations of Seller and constitute constitutes the valid and binding obligations obligation of Seller, enforceable in accordance with their terms its terms, except as such enforceability may be limited by bankruptcy or and similar laws and general principles of equity. The Except as set forth on Schedule 2.4, subject only to the approval of the Acquisition and this Agreement by Seller's shareholders as contemplated by Section 6.1(a) hereof, the execution and delivery of this Agreement and the Exhibits hereto by the Sellers do Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, materially conflict with, or result in any material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Sellers Seller or their respective its properties or assets. No To Seller's knowledge, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or agency Commission having jurisdiction over the Sellers Seller ("Governmental Entity") or any third party (so as to enable Sellers Seller to assign Buyer the Assets and all of the Sellers' its rights and benefits under the Contracts), is required by or with respect to any of the Sellers Seller in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or therebyhereby, except for such consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 2.4.

Authority; Consents. Seller has all requisite corporate power and authority The execution, delivery performance by Landlord of the Lease Documents to enter into this Agreement and to consummate the transactions contemplated hereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution and delivery of this Agreement and Exhibits which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate requisite corporate, partnership or other action, and no other corporate, partnership or other action on the part of Seller. This Agreement Landlord is necessary for the execution, delivery and performance by Landlord of any Lease Document to which it is a party and the Exhibits hereto have been duly executed and delivered consummation by Seller and are valid, binding and enforceable obligations of Seller and constitute the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or similar laws and general principles of equity. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation it of the transactions contemplated hereby and thereby will notthereby. Subject to Article 22, which Article exclusively governs Environmental Health and Safety Matters and except as disclosed on Schedule E-1 hereto, neither the execution nor the delivery by Landlord of any Lease Document to which it is a party, nor the consummation by any of the transactions contemplated hereby or thereby, nor compliance with nor fulfillment by Landlord of the terms and provisions hereof or thereof, will, except as disclosed on Schedule E-2 hereto, (i) conflict with, with or result in any violation ofa breach of the terms, conditions or provisions of or constitute a default under (A) the Certificate or Articles of Incorporation, Bylaws, partnership agreement, or default under other organizational documents of Landlord, or give rise (B) any lease contract, instrument, mortgage, deed of trust, trust deed or deed to a right of termination secure debt evidencing or acceleration securing indebtedness for borrowed money, any financing lease, any law, rule, regulation, judgment, order, award, decree or other restriction of any obligation kind to which Landlord is a party or loss of any benefit under (any such eventby which it is bound, a "Conflict") (i) any provision of or the Articles of Incorporation or Bylaws of Seller or Premises is subject, (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable require Landlord to Sellers or their respective properties or assets. No obtain the consent, waiver, approval, authorization or registrationother order or action of, declaration or filing with, any court, administrative agency governmental authority or regulatory body, (iii) require the consent, approval, authorization or order of any person or entity under, and will not conflict with, or result in the breach, lapse or termination of, or constitute a default under, or result in the acceleration of the performance by Landlord under, any material lease, permit, license, contract, mortgage, deed of trust, trust deed, deed to secure debt, other lease, indenture or other federalinstrument to which Landlord is a party or by which the Premises is subject, state(iv) give any party with rights under any instrument, county, local or foreign governmental authority, or agency having jurisdiction over the Sellers contract ("Governmental Entity") or including any third party (so as to enable Sellers to assign Buyer the Assets and all of the Sellers' rights and benefits under the Contractssale/leaseback agreement), is required lease, mortgage, deed or trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction the right to terminate, modify or otherwise change the rights or obligations of any party under such instrument, contract, lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction or (v) require any declaration, filing or registration with any governmental or regulatory authority by or with respect to any of Landlord. Each Lease Document has been duly executed and delivered by Landlord and (assuming the Sellers in connection with the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto), constitutes a legal, valid and binding obligation of this Agreement Landlord, enforceable against Landlord in accordance with its respective terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and laws restricting the Exhibits availability of equitable remedies and may be subject to general principles of equity whether or the consummation of the transactions contemplated hereby not such enforceability is considered in a proceeding at law or therebyin equity).

Authority; Consents. Seller has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and to own, license or lease the Assets and to operate and use the Assets and to carry on its business as presently conducted. The execution and delivery of this Agreement and Exhibits and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement and the Exhibits hereto have been duly executed and delivered by Seller and are valid, binding and enforceable obligations of Seller and constitute the valid and binding obligations of Seller, enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy or similar laws and general principles of equity. The execution and delivery of this Agreement and the Exhibits hereto by the Sellers do not, and, as of the Closing, the consummation of the transactions contemplated hereby and thereby will not, conflict with, or result in any violation of, or default under or give rise to a right of termination or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Articles Certificate of Incorporation or Bylaws of Seller or (ii) any agreement or instrument, permit, judgment, statute, law, rule or regulation applicable to Sellers Seller or their respective properties or assetsthe Assets. No consent, waiver, approval, or registration, declaration or filing with, any court, administrative agency or other federal, state, county, local or foreign governmental authority, or agency having jurisdiction over the Sellers Seller ("Governmental Entity") or any third party (so as to enable Sellers Seller to assign Buyer the Assets and all of the Sellers' Seller's rights and benefits under the Contracts), is required by or with respect to any of the Sellers Seller in connection with the execution and delivery of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or thereby.