AUTHORITY FOR MERGER AGREEMENT. The execution, delivery, and performance of this Merger Agreement by each of SARS, the Merger Subs have been duly authorized by all necessary corporate and shareholder action, and this Merger Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of each of SARS and the Merger Subs, enforceable against each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Merger Agreement and compliance with its provisions by SARS, the Merger Subs will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, SARS's Articles of Incorporation, the EI Merger Sub’s Certificate of Incorporation, the ESDD Merger Sub’s Certificate of Incorporation, the Alternatech Merger Sub’s Certificate of Incorporation, the AMI Merger Sub’s Certificate of Incorporation, the A&P Merger Sub’s Certificate of Incorporation, the RJP Merger Sub’s Certificate of Incorporation or any of their respective Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which SARS is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to SARS and the Merger Subs.
AUTHORITY FOR MERGER AGREEMENT. The execution, delivery and performance of this Merger Agreement by the Acquisition Entities has been duly authorized by all necessary corporate action, and this Merger Agreement constitutes the valid and binding obligation of the Acquisition Entities, enforceable against the Acquisition Entities, in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the Merger contemplated by this Merger Agreement and compliance with its provisions by the Acquisition Entities will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, the Acquisition Entities’ Certificates of Incorporation or Bylaws, in each case as amended, or, to the Knowledge of the Acquisition Entities, in any material respect, any indenture, lease, loan agreement or other agreement instrument to which the Acquisition Entities are a party to or by which it or any of them or any of its or their properties are bound, or any decree, judgment, order, statute, rule or regulation applicable to the Acquisition Entities.
