Common use of AUTHORITY OF RII SUB AND THE PARENT Clause in Contracts

AUTHORITY OF RII SUB AND THE PARENT. RII Sub and the Parent have full power and authority to execute and deliver this Agreement and the Closing Documents and to carry out the Transaction. The Closing Documents are valid and binding agreements of RII Sub and the Parent, enforceable in accordance with their terms. No consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority or any consent, authorization or approval of any other third party is necessary in order to enable RII Sub or the Parent to enter into and perform its obligations under the Closing Documents, and neither the execution and delivery of the Closing Documents nor the completion of the Transaction will, with respect to RII Sub and the Parent, individually: (a) Be in violation of its Articles of Incorporation or Bylaws or constitute a breach of any evidence of indebtedness or agreement to which it is a party; (b) Cause a default under any mortgage or deed of trust or other lien, charge or encumbrance to which any of its property is subject or under any contract to which it is a party, or permit the termination of any such contract by another Person; (c) Result in the creation or imposition of any Security Interest upon any of its property or assets under any agreement or commitment to which it is bound; (d) Accelerate, or constitute an event entitling, or which would upon notice or lapse of time or both, entitle the holder of any indebtedness to accelerate the maturity of any such indebtedness; (e) Conflict with or result in the breach of any writ, injunction or decree of any court or governmental instrumentality; (f) Violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to it; or (g) Violate or cause any revocation of or limitation on any Permit.

AUTHORITY OF RII SUB AND THE PARENT. RII Sub and the Parent have full power and authority to execute and deliver this Agreement and the Closing other Transaction Documents and to carry out the TransactionTransaction and Recycling has taken all requisite corporate action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents. The Closing This Agreement and the other Transaction Documents are valid and binding agreements of RII Sub and the Parent, enforceable in accordance with their terms. No consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority or any consent, authorization or approval of any other third party is necessary in order to enable RII Sub or the Parent to enter into and perform its obligations under this Agreement and the Closing other Transaction Documents, and neither the execution and delivery of this Agreement and the Closing other Transaction Documents nor the completion of the Transaction will, with respect to RII Sub and the Parent, individually: (a) Be in violation of its Articles of Incorporation or Bylaws or any other organizational document, or constitute a breach of any evidence of indebtedness or agreement to which it is a party, except where such breach would not have a Material Adverse Effect; (b) Cause a default under any mortgage or deed of trust or other lien, charge or encumbrance to which any of its property is subject or under any contract to which it is a party, or permit the termination of any such contract by another Person, except where such default or termination would not have a Material Adverse Effect; (c) Result in the creation or imposition of any Security Interest upon any of its property or assets under any agreement or commitment to which it is bound; (d) Accelerate, or constitute an event entitling, or which would upon notice or lapse of time or both, entitle the holder of any indebtedness to accelerate the maturity of any such indebtedness; (e) Conflict with or result in the breach of any writ, injunction or decree of any court or governmental instrumentality; (f) Violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to it; or (g) Violate or cause any revocation of or limitation on any Permit.