Common use of Authority of Buyer; Conflicts Clause in Contracts

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer or its stockholders. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Requirements of Law of general application relating to or affecting creditors' ’ rights and to general equity principles.

Authority of Buyer; Conflicts. (a) Buyer has ----------------------------- the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSellers) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSellers, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by Parent) the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and corporate authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and constitutes (assuming the valid authorization, execution and delivery of this Agreement by ParentSeller) is the legal, valid and binding agreement of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by ParentSeller, where a Parent Seller is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject, in the case of the Agreement and each case subject of the Buyer Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights creditors’rights and to general equity principles.. (b) Neither the execution and delivery of this Agreement by Buyer or any of the Buyer Ancillary Agreements or the consummation by Buyer of any of the transactions contemplated hereby or thereby nor compliance by Buyer with or fulfillment of the terms, conditions and provisions hereof or thereof will:

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Buyer’s Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Buyer’s Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer or its stockholders. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Buyer’s Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles.

Authority of Buyer; Conflicts. (a) Buyer has the ----------------------------- corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s board of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer or its stockholderssole stockholder. This Agreement has been duly and validly authorized, executed and delivered by Buyer and constitutes represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles.

Authority of Buyer; Conflicts. (a) Each of Buyer and RBC Parent has the ----------------------------- corporate power and authority to execute, deliver and perform its obligations under this Agreement and each of the Buyer Ancillary Agreements and to consummate the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer and RBC Parent and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all requisite corporate action Buyer’s and RBC Parent’s respective boards of directors and do not require any further authorization authorization, consent or consent other proceeding of Buyer Buyer, RBC Parent or its their respective stockholders. This Agreement has been duly and validly authorized, executed and delivered by each of Buyer and constitutes RBC Parent and represents (assuming the valid authorization, execution and delivery of this Agreement by Parentthe other parties hereto) the legal, valid and binding agreement of each of Buyer and RBC Parent enforceable against each of Buyer and RBC Parent in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be represent (assuming the valid authorization, execution and delivery by Parent, where a Parent is a party, or the other party or parties thereto) a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' ’ rights and to general equity principles.