Common use of Authority; No Conflicts; Governmental Consents Clause in Contracts

Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (b) Purchaser has all requisite limited liability company power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and is, and, each of the Transaction Documents, when duly executed and delivered by Purchaser will be, assuming due and valid authorization by Seller and the Canadian Subsidiary, in each case, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by Purchaser of this Agreement does not and the execution and delivery of the Transaction Documents will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby will not: (i) conflict with or violate the certificate of formation or the limited liability company agreement of Purchaser; (ii) require any Governmental Consent or Governmental Filing, in each case on the part of Purchaser, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on Purchaser.

Authority; No Conflicts; Governmental Consents. (a) Purchaser BCP is (iand each of the other BCP Entities as of the Closing will be) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each the jurisdiction in which the properties owned, leased it is organized and has (or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (bwill have) Purchaser has all requisite corporate or limited liability company power and authority to enter into any agreement contemplated by this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The All corporate or limited liability company acts and other proceedings required to be taken by BCP or Newco to authorize the execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been (or will be) duly and validly authorized by all necessary limited liability company action on the part of Purchaserproperly taken, including, without limitation, any member or stockholder approvals. This Agreement has been duly executed and delivered by Purchaser BCP, and is, and, each of the Transaction DocumentsAncillary Agreements to which BCP or Newco will be a party, when executed will be, duly executed and delivered by Purchaser each of BCP and Newco, as applicable, and each constitutes or will be, assuming due and valid authorization by Seller and the Canadian Subsidiary, in each case, constitute a valid and binding obligation of PurchaserBCP and Newco, as the case may be, enforceable against Purchaser BCP and Newco, as the case may be, in accordance with its terms (respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally, generally or by general principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or law). (cb) The execution and delivery by Purchaser of this Agreement does not do not, and the execution and delivery of the Transaction Documents Ancillary Agreements will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby compliance with the terms of this Agreement and the Ancillary Agreements will not: , conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the properties or assets of any of the BCP Entities under, any provision of (i) conflict with or violate the certificate of formation incorporation, by-laws, regulations or other organizational or governing documents of the limited liability company agreement of Purchaser; BCP Entities, (ii) require any Governmental Consent or Governmental Filing, in each case on material Contracts of the part of PurchaserBCP Entities, except for Liens incurred in connection with the financing of the transactions contemplated hereby, or (Aiii) any material Order or, subject to the matters described in clause (c) below, Law applicable to the BCP Entities or their respective property or assets. (c) No material Consent, Permit or Order of, or registration, declaration or filing with, any court, administrative agency or commission or other Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated Body is required to be obtained or made by or referred with respect to BCP or its Affiliates in this Agreement, including Section 4.1(c)(ii) connection with the execution and delivery of this Agreement and the Ancillary Agreements or Section 4.1(c)(ii) the consummation by the BCP Entities of the Seller Disclosure Lettertransactions contemplated hereby, other than (i) compliance with and filings and notifications under applicable Environmental Laws, (ii) compliance with and filings under the XXX Xxx, Xxxxxxx Xxxxxxxxxx Xx. 0000/00 of the European Community, as amended (the "EC MERGER REGULATION"), and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; other applicable foreign antitrust Laws, (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; compliance with and filings under the Investment Canada Act and (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (iias set forth on Schedule 6.1(c) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on Purchaserhereto.

Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization, (ii) Delaware. Buyer has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (b) Purchaser has all requisite limited liability company corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. All corporate acts and thereby. The other proceedings required to be taken by Buyer to authorize the execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Purchaserproperly taken. This Agreement has been been, and the Transaction Documents, when executed and delivered, will be, duly executed and delivered by Purchaser Buyer and is, and, each of the Transaction Documents, when duly executed and delivered by Purchaser constitutes (or will be, assuming due and valid authorization by Seller and the Canadian Subsidiary, in each case, constitute) a valid and binding obligation of PurchaserBuyer, enforceable against Purchaser Buyer in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally, generally or by general equitable principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or law). (cb) The Except as disclosed on Schedule 5.1(b), the execution and delivery by Purchaser of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contractual Obligation of Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser Buyer of the Transactions, other than (A) as disclosed on Schedule 5.1(b), (B) compliance with and filings under the HSR Act and (C) those that may be required solely by reason of Sellers' (as opposed to any other third party's) participation in the transactions contemplated hereby and thereby will not: (i) conflict with or violate the certificate of formation or the limited liability company agreement of Purchaser; (ii) require any Governmental Consent or Governmental Filing, in each case on the part of Purchaser, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on Purchaserhereby.

Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) BUYER is a limited liability company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization, (ii) Delaware. BUYER has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (b) Purchaser has all requisite limited liability company corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder Collateral Agreements and to consummate the transactions contemplated hereby and thereby. The All corporate acts and other proceedings required to be taken by BUYER to authorize the execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents Collateral Agreements and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Purchaserproperly taken. This Agreement has been (and the Collateral Agreements at the Closing will be) duly executed and delivered by Purchaser and is, BUYER and, each of assuming the Transaction Documentsdue execution hereof by SELLER, this Agreement constitutes (and the Collateral Agreements, when duly executed and delivered by Purchaser executed, will be, assuming due and valid authorization by Seller and constitute) the Canadian Subsidiary, in each case, a valid and binding obligation of PurchaserBUYER, enforceable against Purchaser BUYER in accordance with its terms (terms, except insofar as enforceability enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting creditors’ ' rights generally, or generally and by principles governing the availability of general equitable remedies)principles. (cb) The execution Except as set forth on Schedule 4.1(b), the execution, delivery and delivery by Purchaser performance of this Agreement does not and the execution and delivery of the Transaction Documents Collateral Agreements will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby will not: not (i) conflict with violate any provision of the charter or violate the certificate by-laws or similar organizational instrument of formation or the limited liability company agreement of Purchaser; BUYER, (ii) require violate any Governmental Consent provision of, or Governmental Filingbe an event that is (or with the passage of time will result in) a violation of, or result in each case on the part acceleration of Purchaseror entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, except for (A) or result in the Governmental Consents and Governmental Filings with foreignimposition of any lien upon or the creation of a security interest in any of BUYER'S assets or properties pursuant to, state and local Governmental Authorities contemplated any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment, injunction or decree to which BUYER is a party or by which BUYER is bound, or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to violate or conflict with any Violation of any Contract to which Purchaser is a partystatute, by which Purchaser rule or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree regulation applicable to Purchaser BUYER or by which any of its properties or assets are boundor any other material restriction of any kind or character to which BUYER is subject, except for such Violations that will notthat, in the case of clauses (ii) and (iii), would, individually or in the aggregate, have a Material Adverse Effect material adverse effect on Purchaserthe assets or financial condition of BUYER or the ability of BUYER to consummate the transactions hereunder.

Authority; No Conflicts; Governmental Consents. (a) Purchaser BCP is (iand each of the other BCP Entities as of the Closing will be) is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each the jurisdiction in which the properties owned, leased it is organized and has (or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (bwill have) Purchaser has all requisite corporate or limited liability company power and authority to enter into any agreement contemplated by this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The All corporate or limited liability company acts and other proceedings required to be taken by BCP or Newco to authorize the execution, delivery and performance by Purchaser of this Agreement and each of the Transaction Documents Ancillary Agreements to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby have been (or will be) duly and validly authorized by all necessary limited liability company action on the part of Purchaserproperly taken, including, without limitation, any member or stockholder approvals. This Agreement has been duly executed and delivered by Purchaser BCP, and is, and, each of the Transaction DocumentsAncillary Agreements to which BCP or Newco will be a party, when executed will be, duly executed and delivered by Purchaser each of BCP and Newco, as applicable, and each constitutes or will be, assuming due and valid authorization by Seller and the Canadian Subsidiary, in each case, constitute a valid and binding obligation of PurchaserBCP and Newco, as the case may be, enforceable against Purchaser BCP and Newco, as the case may be, in accordance with its terms (respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ rights generally, generally or by general principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or law). (cb) The execution and delivery by Purchaser of this Agreement does not do not, and the execution and delivery of the Transaction Documents Ancillary Agreements will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby compliance with the terms of this Agreement and the Ancillary Agreements will not: , conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any material Lien upon any of the properties or assets of any of the BCP Entities under, any provision of (i) conflict with or violate the certificate of formation incorporation, by-laws, regulations or other organizational or governing documents of the limited liability company agreement of Purchaser; BCP Entities, (ii) require any Governmental Consent or Governmental Filing, in each case on material Contracts of the part of PurchaserBCP Entities, except for Liens incurred in connection with the financing of the transactions contemplated hereby, or (Aiii) any material Order or, subject to the matters described in clause (c) below, Law applicable to the BCP Entities or their respective property or assets. (c) No material Consent, Permit or Order of, or registration, declaration or filing with, any court, administrative agency or commission or other Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated Body is required to be obtained or made by or referred with respect to BCP or its Affiliates in this Agreement, including Section 4.1(c)(ii) connection with the execution and delivery of this Agreement and the Ancillary Agreements or Section 4.1(c)(ii) the consummation by the BCP Entities of the Seller Disclosure Lettertransactions contemplated hereby, other than (i) compliance with and filings and notifications under applicable Environmental Laws, (ii) compliance with and filings under the HXX Xxx, Xxxxxxx Xxxxxxxxxx Xx. 0000/00 of the European Community, as amended (the “EC Merger Regulation”), and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; other applicable foreign antitrust Laws, (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; compliance with and filings under the Investment Canada Act and (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (iias set forth on Schedule 6.1(c) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on Purchaserhereto.

Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) is a limited liability company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has all requisite limited liability company corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaserconducted. (b) Purchaser has all requisite limited liability company corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and is, and, each of the Transaction Documents, when duly executed and delivered by Purchaser will be, assuming due and valid authorization by Seller and the Canadian Netherlands Subsidiary, in each case, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by Purchaser of this Agreement does not and the execution and delivery of the Transaction Documents will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby will not: (i) conflict with or violate the certificate of formation or the limited liability company agreement incorporation of Purchaser; (ii) require any Governmental Consent or Governmental Filing, in each case on the part of Purchaser, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on Purchaser.

Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) is a limited liability company corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and (ii) has all requisite limited liability company corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaserconducted. (b) Purchaser has all requisite limited liability company corporate power and authority to enter into this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and is, and, each of the Transaction Documents, when duly executed and delivered by Purchaser will be, assuming due and valid authorization by Seller and the Canadian Netherlands Subsidiary, in each case, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by Purchaser of this Agreement does not and the execution and delivery of the Transaction Documents will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby will not: (i) conflict with or violate the certificate of formation or the limited liability company agreement incorporation of Purchaser; (ii) require any Governmental Consent or Governmental Filing, in each case on the part of Purchaser, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on Purchaser.

Authority; No Conflicts; Governmental Consents. Title; -------------------------------------------------------------- Corporate Matters. ----------------- (a) Purchaser (i) Seller is a limited liability joint stock company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) Italy. Seller has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (b) Purchaser has all requisite limited liability company necessary power and authority to enter into this Agreement and the Transaction Documents to which it is a party and to perform carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of Purchaserthereunder. This Agreement has been duly authorized and executed by Seller, and delivered by Purchaser and is, and, each of the Transaction Documents, when duly executed and delivered by Purchaser will be, (assuming due authorization, execution and valid authorization delivery by Seller and the Canadian Subsidiaryother parties thereto) constitute a legal, in each case, a valid and binding obligation obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with its terms (their respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or similar laws affecting creditors’ ' rights generally. (b) Assuming all consents, approvals, authorizations and other actions described in Schedule 4.1(b) have been obtained and all filings and notifications listed therein have been made, except as may result from any facts or circumstances relating solely to Purchaser, the execution, delivery and performance by Seller of this Agreement does not, and of the other Transaction Documents to which it is a party will not, (i) violate or conflict with the organizational or governing documents of Seller, (ii) except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, in any material respect, conflict with or violate any Law or Governmental Order applicable to Seller, or by principles governing which any of the availability Assets of equitable remedies)the Going Concern is bound or affected. (c) The execution and delivery No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority is required to be obtained or made by Purchaser of this Agreement does not and or with respect to Seller in connection with the execution and delivery of the Transaction Documents will not, and the performance by Purchaser of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby, except (i) as described in Schedule 4.1(b), (ii) for compliance with and filings, if any, with Antitrust Laws, (iii) as may be required solely by Purchaser reason of Purchaser's participation in the transactions contemplated hereby and thereby will not: (iiv) conflict with where failure to obtain such consent, approval, authorization, license, permit or violate the certificate of formation order, or the limited liability company agreement of Purchaser; (ii) require any Governmental Consent to make such filing, declaration, registration or Governmental Filingnotification, in each case on the part of Purchaser, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the would not prevent Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or from performing any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents material obligations under this Agreement and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on PurchaserEffect.

Authority; No Conflicts; Governmental Consents. Corporate --------------------------------------------------------- Matters. ------- (a) Purchaser Seller (i) is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of its jurisdiction the State of organization, Delaware and (ii) has all requisite limited liability company corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (iii) conducted. Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities business or the ownership of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller's minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business or the Non-North America Business, or of the Seller or the Netherlands Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties, other than materials relating to negotiations with Customers. (b) Purchaser Each of Seller and the Netherlands Subsidiary has all requisite limited liability company corporate power and authority to enter into this Agreement and the Transaction Documents and and, subject to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser each of Seller and the Netherlands Subsidiary of this Agreement and the Transaction Documents and the consummation by Purchaser each of Seller and the Netherlands Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by the Seller Board and the board of directors of the Netherlands Subsidiary, respectively, and by all other necessary limited liability company corporate action on the part of Purchasereach of Seller and the Netherlands Subsidiary, subject, in the case of the consummation by Seller and the Netherlands Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller's stockholders described in the previous sentence. This Agreement has been duly executed and delivered by Purchaser Seller and the Netherlands Subsidiary and is, and, and each of the Transaction Documents, when duly executed and delivered by Purchaser Seller and the Netherlands Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Seller and the Canadian SubsidiaryPurchaser, in each case, a valid and binding obligation of PurchaserSeller and the Netherlands Subsidiary, enforceable against Purchaser Seller and the Netherlands Subsidiary, as applicable, in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by Purchaser each of Seller and the Netherlands Subsidiary of this Agreement does not and the execution and delivery of the Transaction Documents will not, and the performance by Purchaser each of Seller and the Netherlands Subsidiary of its obligations hereunder or thereunder and the consummation by Purchaser each of Seller and the Netherlands Subsidiary of the transactions contemplated hereby and thereby will not: (i) assuming approval and adoption of the Acquisition Proposal by the Seller's stockholders as contemplated by Section 4.15, conflict with or violate the certificate of formation Seller Charter or the limited liability company agreement Seller Bylaws or the charter, bylaws or similar organizational documents of Purchaserany Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Consent Authority (a "Governmental Consent") or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a "Governmental Filing"), in each case on the part of PurchaserSeller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to described in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to filing with the pre-merger notification requirements Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the HSR ActExchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) give rise except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any Violation of other Person (other than a Governmental Authority), under any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefitsAssigned Contract; (iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination under, or acceleration of any obligation or any increase in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a "Violation"), any Contract; or (v) assuming approval and adoption of the Acquisition Proposal by the Seller's stockholders as described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser Seller or any Subsidiary of Seller, or by which any of its their respective properties or assets are bound. (d) The Netherlands Subsidiary is a corporation, duly organized and validly existing under the laws of the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary, except for such Violations that will not, individually or in where the aggregate, failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. The Netherlands Subsidiary has all necessary power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws, or other comparable organizational and governing documents, of the Netherlands Subsidiary, each as currently in effect. The Netherlands Subsidiary is a directly, wholly-owned Subsidiary of Seller. The minute books of the Netherlands Subsidiary, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Netherlands Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business or the Non-North America Business, or of the Seller or the Netherlands Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties (but not including negotiations with Customers).

Authority; No Conflicts; Governmental Consents. (a) Purchaser (i) Critical Path is a limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction the State of organization, (ii) has California. Buyer Sub is duly organized and validly existing under the laws of Japan. Both Critical Path and Buyer Sub have all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted and (iii) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the properties owned, leased or operated by it or the nature of its activities makes such qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on Purchaser. (b) Purchaser has all requisite limited liability company corporate power and authority to enter into and perform the covenants in this Agreement and the Transaction Documents and Collateral Agreements to perform its obligations hereunder and thereunder which each is a party and to consummate the transactions contemplated hereby Transactions. All corporate acts and thereby. The other proceedings required to be taken by Critical Path or Buyer Sub to authorize the execution, delivery and performance by Purchaser of this Agreement and the Transaction Documents Collateral Agreements to which each is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by all necessary limited liability company action on the part of Purchaserproperly taken. This Agreement has been (and the Collateral Agreements to which Critical Path or Buyer Sub is a party, when executed and delivered will be) duly executed and delivered by Purchaser and isCritical Path or Buyer Sub, as the case may be, and, each of assuming the Transaction Documentsdue execution hereof by the other parties hereto, this Agreement constitutes (and the Collateral Agreements to which Critical Path or Buyer Sub is a party, when duly executed and delivered by Purchaser delivered, will be, assuming due and valid authorization by Seller and constitute) the Canadian Subsidiary, in each case, a valid and binding obligation of PurchaserCritical Path or Buyer Sub, as the case may be, enforceable against Purchaser Critical Path or Buyer Sub in accordance with its terms terms. (except insofar as enforceability b) Neither the execution and delivery of this Agreement by Critical Path or Buyer Sub nor the performance or consummation of the Transactions by Critical Path or Buyer Sub will give any Person the right to prevent, delay, or otherwise interfere with any of the Transactions pursuant to (i) any provision of Critical Path's or Buyer Sub's Organizational Documents, (ii) any resolution adopted by the board of directors or shareholders of Critical Path or Buyer Sub, (iii) any Legal Requirement or Order to which Critical Path or Buyer Sub may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generallysubject, or (iv) any Contract to which Critical Path or Buyer Sub is a party or by principles governing the availability of equitable remedies)which Critical Path or Buyer Sub may be bound. (c) The execution and delivery No consent, approval, authorization or permit of, or registration, declaration, report or filing with, or notice to any Governmental Entity or any other Person is required to be obtained or made by Purchaser of this Agreement does not and Critical Path or Buyer Sub in connection with the execution and delivery of this Agreement, the Transaction Documents will not, and the performance by Purchaser of its obligations hereunder or thereunder Collateral Agreements and the consummation by Purchaser of the transactions contemplated hereby and thereby will not: (i) conflict with or violate the certificate of formation or the limited liability company agreement of Purchaser; (ii) require any Governmental Consent or Governmental Filing, in each case on the part of Purchaser, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities contemplated by or referred to in this Agreement, including Section 4.1(c)(ii) of this Agreement or Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act; (iii) give rise to any Violation of any Contract to which Purchaser is a party, by which Purchaser or any of its respective assets or properties is bound or affected or pursuant to which Purchaser is entitled to any rights or benefits; (iv) assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 5.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Purchaser or by which any of its properties or assets are bound, except for such Violations that will not, individually or in the aggregate, have a Material Adverse Effect on PurchaserTransactions.