Common use of Authority - General Clause in Contracts

Authority - General. Stockholder has full and absolute power and authority to enter into this Agreement and each Related Agreement being executed and delivered by the Stockholder simultaneously herewith and this Agreement and each Related Agreement to which such Stockholder is a party, and has been duly authorized by all requisite action on the part of the Stockholder; and this Agreement and each Related Agreement to which the Stockholder is a party has been duly executed and delivered by the Stockholder, and is the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Stockholder is a party, or by which the Stockholder or any of his or its properties, assets or rights may be bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Stockholder or any of his or its properties, assets or rights or (z) the Stockholder's limited liability company agreement, as amended through the date hereof, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or any Related Agreement to which the Stockholder is a party. Except as set forth in Section 3.2(c) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Stockholder of this Agreement, each Related Agreement to which such Stockholder is a party or the consummation by such Stockholder of the transactions contemplated hereby or thereby.

Authority - General. Each Stockholder has full and absolute power and ------------------- authority to enter into this Agreement and and, if applicable, each Related Agreement being executed and delivered by the such Stockholder simultaneously herewith and this Agreement and each Related Agreement to which such Stockholder is a party, and has been duly authorized by all requisite action on the part of the Stockholder; and this Agreement and each Related Agreement to which the such Stockholder is a party has been duly executed and delivered by the such Stockholder, and is the valid and binding obligation of the such Stockholder, enforceable against the such Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the each Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the each Stockholder with any of the provisions hereof or thereof will will, in any material respect (i) (A) conflict with, (B) result in any violations violation of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company DCI (or against any Company DCI Stock, Parent capital stock or common stock Common Stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the either Stockholder is a party, or by which the either Stockholder or any of his or its her properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the either Stockholder or any of his or its her properties, assets or rights or (z) the Stockholder's limited liability company agreement, as amended through the date hereofrights, which conflict, breach, default or violation or other event would could hinder or prevent the consummation of the transactions contemplated by this Agreement, the Agreement Certificate of Merger or Articles of Merger or any Related Agreement to which the either Stockholder is a party. Except as set forth in Section 3.2(c) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Stockholder the Stockholders of this Agreement, each Related Agreement to which such either Stockholder is a party or the consummation by such Stockholder the Stockholders of the transactions contemplated hereby or thereby.

Authority - General. Such Management Stockholder has full and ------------------- absolute power and authority to enter into this Agreement and and, if applicable, each Related Agreement being executed and delivered by the such Management Stockholder simultaneously herewith herewith, and this Agreement and each Related Agreement to which such Stockholder is a party, and has been duly authorized by all requisite action on the part of the Stockholder; and this Agreement and each Related Agreement to which the Management Stockholder is a party has been duly executed and delivered by the such Management Stockholder, and is the valid and binding obligation of the such Management Stockholder, enforceable against the such Management Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally or by equitable principles and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the such Management Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the such Management Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Common Stock or Survivor Common Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the such Management Stockholder is a party, or by which the such Management Stockholder or any of his or its properties, assets or rights may be bound, bound or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the such Management Stockholder or any of his or its properties, assets or rights or (z) the Stockholder's limited liability company agreement, as amended through the date hereofrights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or any Related Agreement to which the such Management Stockholder is a party. Except as set forth in Section 3.2(c3.2(b) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Management Stockholder of this Agreement, each Related Agreement to which such Management Stockholder is a party or the consummation by such Management Stockholder of the transactions contemplated hereby or thereby.

Authority - General. The Stockholder has full and absolute power and authority to enter into this Agreement and each Related Agreement being executed and delivered by the Stockholder simultaneously herewith and this Agreement and each Related Agreement to which such the Stockholder is a party, and has been duly authorized by all requisite action on the part of the Stockholder; party and this Agreement and each Related Agreement to which the Stockholder is a party has have been duly executed and delivered by the Stockholder, and is the are valid and binding obligation obligations of the Stockholder, enforceable against the Stockholder in accordance with its their respective terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Common Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Stockholder is a party, or by which the Stockholder or any of his or its properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Stockholder or any of his or its properties, assets or rights or (z) the Stockholder's limited liability company agreement, as amended through the date hereofrights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or any Related Agreement to which the Stockholder is a party. Except as set forth in Section 3.2(c3.2(b) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such the Stockholder of this Agreement, Agreement and each Related Agreement to which such the Stockholder is a party or the consummation by such the Stockholder of the transactions contemplated hereby or thereby.

Authority - General. The Stockholder has full and absolute power and authority to enter into this Agreement and and, if applicable, each Related Agreement being executed and delivered by the Stockholder simultaneously herewith and this Agreement and each Related Agreement to which such the Stockholder is a party, and has been duly authorized by all requisite action on the part of the Stockholder; and this Agreement and each Related Agreement to which the Stockholder is a party has been duly executed and delivered by the Stockholder, and is the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Common Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Stockholder is a party, or by which the Stockholder or any of his or its properties, assets or rights may be bound, bound or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Stockholder or any of his or its properties, assets or rights or (z) the Stockholder's limited liability company agreement, as amended through the date hereofrights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or any Related Agreement to which the Stockholder is a party. Except as set forth in Section 3.2(c) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such the Stockholder of this Agreement, each Related Agreement to which such the Stockholder is a party or the consummation by such the Stockholder of the transactions contemplated hereby or thereby.