Common use of Authority of Parent; Noncontravention Clause in Contracts

Authority of Parent; Noncontravention. The Parent has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Parent of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Parent. This Agreement has been duly executed and delivered by the Parent and, assuming that this Agreement constitutes a valid and binding obligation of the Purchaser, constitutes a valid and binding obligation of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. When the Ancillary Agreements to which the Parent is a party have been duly executed and delivered by the Parent and, assuming that such Ancillary Agreements constitute valid and binding obligations of the Purchaser and any affiliates of the Purchaser, such Ancillary Agreements will constitute valid and binding obligations of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Parent is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of the Parent, (ii) subject to the governmental filings and other matters referred to in Section 2.01(d), and except for Consents required under Southern Site Leases, Split Contracts and Assigned Contracts, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) in any material respect any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Parent is a party or by which the Parent or any of its assets is bound or subject, or (iii) subject to the governmental filings and other matters referred to in Section 2.01(d), contravene any Law or Order currently in effect, which, in the case of clauses (ii) or (iii) above would reasonably be expected to have, individually or in the aggregate, a material effect on the Parent’s ability to perform its obligations under this Agreement or Ancillary Agreements or to consummate the transactions contemplated hereby or thereby.

Authority of Parent; Noncontravention. The Parent has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Parent of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Parent. This Agreement has been duly executed and delivered by the Parent and, assuming that this Agreement constitutes a valid and binding obligation of the Purchaser, constitutes a valid and binding obligation of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights and remedies generally and to general principles of equity. When the Ancillary Agreements to which the Parent is a party have been duly executed and delivered by the Parent and, assuming that such Ancillary Agreements constitute valid and binding obligations of the Purchaser and any affiliates of the Purchaser, such Ancillary Agreements will constitute valid and binding obligations of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights and remedies generally and to general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Parent is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of the Parent, (ii) subject to the governmental filings and other matters referred to in Section 2.01(d), and except for Consents required under Southern Site Leases, Split Contracts and Assigned Contracts, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) in any material respect any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Parent is a party or by which the Parent or any of its assets is bound or subject, or (iii) subject to the governmental filings and other matters referred to in Section 2.01(d), contravene any Law or Order currently in effect, which, in the case of clauses (ii) or (iii) above would reasonably be expected to have, individually or in the aggregate, a material effect on the Parent’s 's ability to perform its obligations under this Agreement or Ancillary Agreements or to consummate the transactions contemplated hereby or thereby.

Authority of Parent; Noncontravention. The Parent has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement by the Parent of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and stockholder action on the part of the Parent. This Agreement has been duly executed and delivered by the Parent and, assuming that this Agreement constitutes a valid and binding obligation of the Purchaser, constitutes a valid and binding obligation of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. When the Ancillary Agreements to which the Parent is a party have been duly executed and delivered by the Parent and, assuming that such Ancillary Agreements constitute valid and binding obligations of the Purchaser and any affiliates of the Purchaser, such Ancillary Agreements will constitute valid and binding obligations of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights and remedies generally and to general principles of equity. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements to which the Parent is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of the Parent, in each case as amended to the date of this Agreement or the Closing Date, as applicable, (ii) subject to the governmental filings and other matters referred to in Section 2.01(d), 2.1(d) and except for Consents required under Southern Site Leasesmatters arising solely as a result of the consummation or anticipated consummation of the transactions contemplated hereby, Split by the Asset Purchase Agreement or by the Ancillary Agreements (as defined in the Asset Purchase Agreement) with respect to leases and the Assumed Contracts and Assigned Contracts(as defined in the Asset Purchase Agreement), conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) in any material respect any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Parent is a party or by which the Parent or any of its assets is bound or subject, or (iii) subject to the governmental filings and other matters referred to in Section 2.01(d2.1(d), contravene any domestic or foreign Law or Order any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) or and (iii) above would reasonably be expected to have, individually or in the aggregate, a material effect on the Parent’s ability to perform its obligations under this Agreement or Ancillary Agreements or to consummate the transactions contemplated hereby or therebyMaterial Adverse Effect.

Authority of Parent; Noncontravention. The Parent has the requisite ------------------------------------- corporate power and authority to enter into this Agreement and each Ancillary Agreement the Transaction Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Parent of this Agreement and each Ancillary Agreement the Transaction Agreements to which it is a party and the consummation by the Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Parent. This Agreement has been duly executed and delivered by the Parent and, assuming that this Agreement constitutes a valid and binding obligation of the Purchaser, constitutes a valid and binding obligation of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights and remedies generally and to general principles of equity. When the Ancillary Transaction Agreements to which the Parent is a party have been are duly executed and delivered by the Parent and, assuming that such Ancillary Transaction Agreements constitute valid and binding obligations of the Purchaser and any affiliates of the Purchaser(if it is a party thereto), such Ancillary Transaction Agreements will constitute valid and binding obligations of the Parent, enforceable against it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights and remedies generally and to general principles of equity. The execution, execution and delivery and performance by the Parent of this Agreement and the Ancillary Transaction Agreements to which the Parent is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of the Parent, (ii) subject to the governmental filings and other matters referred to in Section 2.01(d), and except for Consents required under Southern Site Leases, Split Contracts and Assigned Contractsviolate, conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) in any material respect any contract, agreement, indenture, mortgage, deed of trust, lease license, lease, contract, agreement, or other instrument or obligation to which the Parent is a party or by which the Parent or any of its assets is bound or subject, or (iii) subject to the governmental approvals, consents, filings and other matters referred to in Section 2.01(d2.1(d), contravene any federal, state, local or foreign Law or Order any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) or and (iii) above would reasonably be expected to have, individually or in the aggregate, a material effect on the Parent’s ability to perform its obligations under this Agreement or Ancillary Agreements or to consummate the transactions contemplated hereby or therebyMaterial Adverse Effect.

Authority of Parent; Noncontravention. The Parent has the requisite corporate power and authority to enter into this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement by the Parent of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Parent of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate and stockholder action on the part of the Parent. This Agreement has been duly executed and delivered by the Parent and, assuming that this Agreement constitutes a valid and binding obligation of the Purchaser, constitutes a valid and binding obligation of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. When the Ancillary Agreements to which the Parent is a party have been duly executed The execution and delivered by the Parent and, assuming that such Ancillary Agreements constitute valid and binding obligations of the Purchaser and any affiliates of the Purchaser, such Ancillary Agreements will constitute valid and binding obligations of the Parent, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and to general principles of equity. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Parent is a party do not, and the consummation of the transactions contemplated hereby and thereby and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the certificate of incorporation or bylaws of the Parent, in each case as amended to the date of this Agreement or the Closing Date, as applicable, (ii) subject to the governmental filings and other matters referred to in Section 2.01(d), 2.1(d) and except for Consents required under Southern Site Leasesmatters arising solely as a result of the consummation or anticipated consummation of the transactions contemplated hereby, Split by the Asset Purchase Agreement or by the Ancillary Agreements (as defined in the Asset Purchase Agreement) with respect to leases and the Assumed Contracts and Assigned Contracts(as defined in the Asset Purchase Agreement), conflict with, result in a breach of or default under (with or without notice or lapse of time, or both) in any material respect any contract, agreement, indenture, mortgage, deed of trust, lease or other instrument to which the Parent is a party or by which the Parent or any of its assets is bound or subject, or (iii) subject to the governmental filings and other matters referred to in Section 2.01(d2.1(d), contravene any domestic or foreign Law or Order any order, writ, judgment, injunction, decree, determination or award currently in effect, which, in the case of clauses (ii) or and (iii) above would reasonably be expected to have, individually or in the aggregate, a material effect on the Parent’s ability to perform its obligations under this Agreement or Ancillary Agreements or to consummate the transactions contemplated hereby or therebyMaterial Adverse Effect.