Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.8). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, by general equity principles. (b) Except as set forth in Section 3.4(b) of the Company Disclosure Schedule and except as would not have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, conflict with or give rise to the creation of a Lien on any assets (any such conflict, violation, default or creation, a “Violation”) pursuant to: (i) any provision of the Certificate of Incorporation or Bylaws or the comparable governing documents of any of the Company’s Subsidiaries or (ii) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 3.4(c), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets. (c) Except as set forth in Section 3.4I of the Company Disclosure Schedule and except as would not have a Material Adverse Effect, no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any federal, state, municipal or other governmental body, department, commission, board, bureau, agency, court or instrumentally thereof, domestic or foreign (a “Governmental Authority”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (i) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) applicable foreign antitrust laws, (iii) state securities or “blue sky” laws (the “Blue Sky Laws”), (iv) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (v) the DGCL with respect to the filing of the Certificate of Merger and (vi) the Securities Act of 1933.

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.8). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, and by general equity principles. (bii) Except as set forth in Section 3.4(b3.1(d) of the Company Disclosure Schedule and except as would not have a Material Adverse Effectfor, in the case of clause (B) below, the Credit Agreement, the Bonding Agreement and the Indenture, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, conflict with or give rise to the creation of a Lien on any assets (any such conflict, violation, default or creation, a “Violation”) pursuant to: (iA) any provision of the Certificate of Incorporation or Bylaws or the comparable governing documents of any of the Company’s Subsidiaries or (iiB) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 3.4(c)paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets. , except for, in the case of this clause (c) Except as set forth in Section 3.4I of the Company Disclosure Schedule and except as B), Violations that would not reasonably be expected to have a Material Adverse Effect, no . (iii) No consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any federal, state, municipal or other governmental body, department, commission, board, bureau, agency, court or instrumentally instrumentality thereof, domestic or foreign (a “Governmental Authority”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (i) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) applicable foreign antitrust laws, (iii) state securities or “blue sky” laws (the “Blue Sky Laws”), (iv) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (v) the DGCL with respect to the filing of the Certificate of Merger and (vi) the Securities Act of 1933Merger.

Authority; No Violations. (ai) The Company has all requisite corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.8). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, or by general equity principles. (bii) Except as set forth in Section 3.4(b3.1(d)(ii) of the Company Disclosure Schedule and except as would not have a Material Adverse EffectSchedule, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, not result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, conflict with or give rise to the creation of a Lien on any assets (any such conflict, violation, default or creation, a “Violation”) pursuant to: (iA) any provision of the Certificate of Incorporation or Bylaws or the comparable governing documents of any of the Company’s Subsidiaries or Company Organizational Documents (iiB) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 3.4(c)3.1(d)(iii) below, other than the Credit Agreement and the Indenture or as would not have a Material Adverse Effect, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets. ; or (cC) Except any Company Material Contract (or require the consent, approval or other authorization of, or filing with or notification to, any Person under any Company Material Contract, other than as set forth in Section 3.4I 3.1(d)(ii) of the Company Disclosure Schedule and except Schedule). (iii) Except as would not reasonably be expected to have a Material Adverse EffectEffect on the Company, no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any federal, state, municipal or other governmental body, department, commission, board, bureau, agency, court or instrumentally instrumentality thereof, domestic or foreign (a “Governmental Authority”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (iA) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (B) filings required under any applicable federal, state, foreign or supranational law, regulation, legislation or decree of any other jurisdiction designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization, restraint of trade or merger control (ii) applicable foreign antitrust lawscollectively, (iii) state securities or “blue sky” laws (the “Blue Sky Foreign Antitrust Laws”), ; (ivC) the Securities Exchange applicable requirements of the Committee on Foreign Investment in the United States (“CFIUS”) under the Exon-Xxxxxx Amendment to the Defense Production Act of 1934, as amended, and the rules and regulations promulgated thereunder 1950 (the “Exchange ActExon-Xxxxxx”), ; and (vD) the DGCL with respect to the filing of the Certificate of Merger and (vi) the Securities Act of 1933Merger.

Authority; No Violations. (a) The Company has all requisite Each of Parent and Sub have full corporate power and authority to enter into execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.8). The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary requisite corporate action on the part of each of Parent. Except for the Company, subject in the case filing of the consummation Certificates of Merger and the approval of the Merger shareholders of Parent, no other corporate proceedings on the part of Parent or Sub are necessary to the adoption of approve this Agreement by and to consummate the Required Company Votetransactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Sub and (assuming the Company due authorization, execution and delivery by the Company) constitutes a valid and binding agreement obligation of the Company Parent and Sub, enforceable against it Parent and Sub in accordance with its terms, except as such enforceability may be limited by subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and similar insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium or similar laws affecting creditors creditors' rights generallyand remedies generally and subject, by as to enforceability, to the effect of general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as set forth in Section 3.4(b) of Neither the Company Disclosure Schedule execution and except as would not have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement do notby each of Parent and Sub, and nor the consummation by either Parent or Sub, as the Company case may be, of the Merger and the other transactions contemplated hereby hereby, nor compliance by either Parent or Sub with any of the terms or provisions hereof, will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or bothi) underviolate, conflict with or give rise to the creation result in a breach of a Lien on any assets (any such conflict, violation, default or creation, a “Violation”) pursuant to: (i) any provision of the Certificate of Incorporation or Bylaws of Parent, or Sub, as the comparable governing documents of any of the Company’s Subsidiaries case may be, or (iiii)(x) subject to obtaining or making the consentsviolate any statute, approvalscode, ordersordinance, permitsrule, authorizations, registrations, declarations, notices and filings referred to in Section 3.4(c), any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, licenseregulations, judgment, order, decreewrit, statute, law, ordinance, rule decree or regulation injunction applicable to the Company Parent or Sub or any of its Subsidiaries or their respective properties or assets. , or (cy) Except as set forth violate, conflict with, result in Section 3.4I a breach of any provisions of or the loss of any benefit under, constitute a default (or any event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the Company Disclosure Schedule and except as would not have terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, material agreement or other instrument or obligation to which Parent or Sub is a Material Adverse Effect, no consent, approval, order, permit or authorization ofparty, or registration, declaration, notice or filing with, any federal, state, municipal or other governmental body, department, commission, board, bureau, agency, court or instrumentally thereof, domestic or foreign (a “Governmental Authority”), is required by or with respect to the Company which they or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company their respective properties or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under assets may be bound or in relation to (i) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) applicable foreign antitrust laws, (iii) state securities or “blue sky” laws (the “Blue Sky Laws”), (iv) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (v) the DGCL with respect to the filing of the Certificate of Merger and (vi) the Securities Act of 1933affected.

Authority; No Violations. (ai) The Company Conectiv has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Company Conectiv Vote (as defined in Section 3.83.1(i)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyConectiv, subject in the case of the consummation of the Conectiv Merger to the adoption of this Agreement by the Required Company Conectiv Vote. This Agreement has been duly executed and delivered by the Company Conectiv and constitutes a valid and binding agreement of the Company Conectiv, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, by general equity principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing. (bii) Except as set forth Conectiv is not currently in Section 3.4(b) of the Company Disclosure Schedule and except as would not have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a in default (with or without notice or lapse of time, or both) under, conflict with or give rise to the creation of a Lien on any assets (any such conflict, violation, default or creation, a “Violation”) pursuant to: (iA) any provision of the Certificate certificate of Incorporation incorporation or Bylaws or the comparable governing documents by- laws of any of the Company’s Subsidiaries Conectiv or (iiB) subject except as would not reasonably be expected to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to result in Section 3.4(c)a Material Adverse Effect on Conectiv, any loan or credit agreement, contract, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company Conectiv or any of its Subsidiaries or their respective properties or assets. (c) Except as set forth in Section 3.4I . The execution and delivery of this Agreement by Conectiv do not, and the consummation by Conectiv of the Company Disclosure Schedule Conectiv Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, amendment, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest, charge or other encumbrance on any assets (any such conflict, violation, default, right of termination, amendment, cancellation or acceleration, loss or creation, a "Violation") pursuant to: (C) any provision of the certificate of incorporation or by-laws of Conectiv or (D) except as would not have reasonably be expected to result in a Material Adverse EffectEffect on Conectiv, no subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in paragraph (iii) below, any loan or credit agreement, note, contract, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation of any kind to which Conectiv or any of its Subsidiaries is now subject to, a party to or by which any of them or any of their respective properties or assets may be bound or affected. (iii) No material consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any federalsupranational, national, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental body, department, commission, board, bureau, agency, court or instrumentally thereof, domestic or foreign quasi- governmental authority (a “"Governmental Authority”Entity"), is required by or with respect to the Company Conectiv or any Subsidiary of its Subsidiaries Conectiv in connection with the execution and delivery of this Agreement by the Company Conectiv or the consummation by the Company Conectiv of the Conectiv Merger and the other transactions contemplated hereby, except for those required under or in relation to (iA) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”"), (ii) applicable foreign antitrust laws, (iiiB) state securities or “"blue sky” " laws (the “"Blue Sky Laws”"), (ivC) the Securities Exchange Act of 19341933, as amended, and the rules and regulations promulgated thereunder amended (the “Exchange "Securities Act”"), (vD) the Exchange Act, (E) the DGCL with respect to the filing of the Certificate Certificates of Merger Merger, (F) rules and regulations of the NYSE and (viG) the Securities Act consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings set forth in Section 3.1(d)(iii) of 1933the Conectiv Disclosure Schedule. Consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings required under or in relation to any of the foregoing clauses (A) through (F) are hereinafter referred to as "Necessary Approvals" and those required under or in relation to clause (G) are hereinafter referred to as "Conectiv Required Statutory Approvals."

Authority; No Violations. (ai) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote (as defined in Section 3.8). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject in the case of the consummation of the Merger to the adoption of this Agreement by the Required Company Vote. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding agreement of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws relating to or affecting creditors rights generally, or by general equity principles. (bii) Except as set forth in Section 3.4(b) of the Company Disclosure Schedule and except or as would not reasonably be expected to have a Material Adverse Effect, the execution, delivery and performance by the Company of this Agreement do not, and the consummation by the Company of the Merger and the other transactions contemplated hereby will not, result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, conflict with or require notice pursuant to, or give rise to a right to accelerate, terminate or modify, or give rise to the creation of a Lien on any assets (any such conflict, violation, requirement, default or creation, a “Violation”) pursuant to: (iA) any provision of the Certificate of Incorporation or Bylaws or the comparable governing documents of the Company or any of the Company’s Subsidiaries or (iiB) subject to obtaining or making the consents, approvals, orders, permits, authorizations, registrations, declarations, notices and filings referred to in Section 3.4(c)paragraph (iii) below, other than the Credit Agreement, the Senior Subordinated Credit Agreement and the Indenture, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or their respective properties or assets. (ciii) Except as set forth in Section 3.4I of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, no consent, approval, order, permit or authorization of, or registration, declaration, notice or filing with, any federal, state, municipal or other governmental body, department, commission, board, bureau, agency, court or instrumentally instrumentality thereof, domestic or foreign (a “Governmental Authority”), is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (iA) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), ) and (ii) applicable foreign antitrust laws, (iii) state securities or “blue sky” laws (the “Blue Sky Laws”), (iv) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), (vB) the DGCL with respect to the filing of the Certificate of Merger and (vi) the Securities Act of 1933Merger.