Common use of Authority; Power; and No Violation Clause in Contracts

Authority; Power; and No Violation. The execution and delivery of this Agreement and all documents to be executed in connection herewith by each of the Buyers have been authorized by all necessary action on the part of each of the Buyers. Each of the Buyers has the requisite power and authority to execute and deliver this Agreement and all documents to be executed in connection herewith, and to take any and all other actions required to be taken by it pursuant to the provisions of this Agreement and all documents to be executed in connection herewith. This Agreement constitutes the legal, valid and binding obligation of the Buyers enforceable against each of them in accordance with its terms. Except as set forth on Schedule 3.02, the execution and delivery of this Agreement and the fulfillment or compliance with the terms hereof, including the financing contemplated by Section 5.04, will not (a) conflict with, violate, result in a breach of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, or acceleration under any provision of the organizational documents of any of the Buyers or any of the terms, conditions or provisions of any note, lien, bond mortgage, indenture, license, lease, contract, commitment, agreement, understanding, arrangement, restriction, or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers or any of their respective properties or assets may be bound; (b) violate any Law applicable to any of the Buyers or any of their respective properties, assets, or outstanding shares or other securities; or (c) constitute an event which, with or without notice, lapse of time, or action by a third party, could result in the creation of any Lien upon any of the assets or properties of any of the Buyers or cause the maturity of any liability, obligation, or debt of any of the Buyers to be accelerated or increased.

Authority; Power; and No Violation. The execution and delivery of this Agreement and all documents to be executed in connection herewith with this Agreement by each of the Buyers have been authorized by all necessary corporate action on the part of each of the Buyers. Each of the Buyers has the requisite corporate power and corporate authority to execute and deliver this Agreement and all documents to be executed in connection herewithwith this Agreement, and to take any and all other actions required to be taken taken, directly or indirectly, by it pursuant to the provisions of this Agreement and all documents to be executed in connection herewithwith this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Buyers each Buyer enforceable against each of them Buyer in accordance with its terms. Except as set forth on Schedule SCHEDULE 3.02, the execution and delivery of this Agreement and Agreement, the fulfillment or and compliance with the terms hereof, including and conditions hereof and the financing consummation of the transactions contemplated by Section 5.04, this Agreement will not (a) conflict with, violate, with or result in a breach of, or violation of the organizational documents of either of the Buyers; (b) conflict with or result in any material violation or material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or give rise to any right of termination, cancellationcancellation or acceleration of any obligation or result in a loss of any material benefit under, or acceleration under any provision of the organizational documents of any of the Buyers require a consent or waiver under, any of the terms, conditions or provisions of any note, lien, bond mortgage, indenture, license, lease, contract, commitment, agreement, understanding, arrangement, restriction, or other instrument or obligation contract to which any of the Buyers is a party or by which any of the Buyers or any of their respective properties or assets may be boundare subject; (bc) violate in any material respect any Law applicable to any of the Buyers or any of their respective properties, assets, or outstanding shares of capital stock, or other securities; or (cd) constitute an event which, with or without notice, lapse of time, or action by a third party, could result in the creation of any Lien upon any of the assets or properties of any of the Buyers or cause the maturity of any liability, obligation, or debt of any of the Buyers to be accelerated or increased.

Authority; Power; and No Violation. The execution and delivery of this Agreement and all documents to be executed in connection herewith with this Agreement by each of the Buyers Sellers have been authorized by all necessary corporate action on the part of each of the BuyersSellers. Each of the Buyers Sellers has the requisite corporate power and corporate authority to execute and deliver this Agreement and all documents to be executed in connection herewithwith this Agreement, and to take any and all other actions required to be taken taken, directly or indirectly, by it pursuant to the provisions of this Agreement and all documents to be executed in connection herewithwith this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Buyers each Seller enforceable against each of them Seller in accordance with its terms. Except as set forth on Schedule 3.022.02, the execution and delivery of this Agreement and Agreement, the fulfillment or and compliance with the terms hereof, including and conditions hereof and the financing consummation of the transactions contemplated by Section 5.04, this Agreement will not not: (a) conflict with, violate, with or result in a breach of, or violation of the Certificate of Incorporation or By-Laws of either of the Sellers; (b) conflict with or result in any material violation or material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or give rise to any right of termination, cancellationcancellation or acceleration of any obligation or result in a loss of any material benefit under, or acceleration under any provision of the organizational documents of any of the Buyers require a consent or waiver under, any of the terms, conditions or provisions of any note, lien, bond mortgage, indenture, license, lease, contract, commitment, agreement, understanding, arrangement, restriction, or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers or any of their respective properties or assets may be boundContract; (bc) violate in any material respect any Law applicable to any of the Buyers Sellers or any of their respective properties, assets, or outstanding shares of capital stock, or other securities; or (cd) constitute an event which, with or without notice, lapse of time, or action by a third party, could result in the creation of any Lien upon any of the assets Shares or properties of any of the Buyers properties, assets or cash flows of Joliet, or cause the maturity of any liability, obligation, obligation or debt of any of the Buyers Joliet to be accelerated or increased.

Authority; Power; and No Violation. The execution and delivery of this Agreement and all documents to be executed in connection herewith with this Agreement by each of the Buyers Sellers have been authorized by all necessary corporate action on the part of each of the BuyersSellers. Each of the Buyers Sellers has the requisite corporate power and corporate authority to execute and deliver this Agreement and all documents to be executed in connection herewithwith this Agreement, and to take any and all other actions required to be taken taken, directly or indirectly, by it pursuant to the provisions of this Agreement and all documents to be executed in connection herewithwith this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Buyers each Seller enforceable against each of them Seller in accordance with its terms. Except as set forth on Schedule 3.02SCHEDULE 2.02, the execution and delivery of this Agreement and Agreement, the fulfillment or and compliance with the terms hereof, including and conditions hereof and the financing consummation of the transactions contemplated by Section 5.04, this Agreement will not not: (a) conflict with, violate, with or result in a breach of, or violation of the Certificate of Incorporation or By-Laws of either of the Sellers; (b) conflict with or result in any material violation or material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or give rise to any right of termination, cancellationcancellation or acceleration of any obligation or result in a loss of any material benefit under, or acceleration under any provision of the organizational documents of any of the Buyers require a consent or waiver under, any of the terms, conditions or provisions of any note, lien, bond mortgage, indenture, license, lease, contract, commitment, agreement, understanding, arrangement, restriction, or other instrument or obligation to which any of the Buyers is a party or by which any of the Buyers or any of their respective properties or assets may be boundContract; (bc) violate in any material respect any Law applicable to any of the Buyers Sellers or any of their respective properties, assets, or outstanding shares of capital stock, or other securities; or (cd) constitute an event which, with or without notice, lapse of time, or action by a third party, could result in the creation of any Lien upon any of the assets Shares or properties of any of the Buyers properties, assets or cash flows of Joliet, or cause the maturity of any liability, obligation, obligation or debt of any of the Buyers Joliet to be accelerated or increased.

Authority; Power; and No Violation. The execution and delivery of this Agreement and all documents to be executed in connection herewith with this Agreement by each of the Buyers have been authorized by all necessary corporate action on the part of each of the Buyers. Each of the Buyers has the requisite corporate power and corporate authority to execute and deliver this Agreement and all documents to be executed in connection herewithwith this Agreement, and to take any and all other actions required to be taken taken, directly or indirectly, by it pursuant to the provisions of this Agreement and all documents to be executed in connection herewithwith this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Buyers each Buyer enforceable against each of them Buyer in accordance with its terms. Except as set forth on Schedule 3.02, the execution and delivery of this Agreement and Agreement, the fulfillment or and compliance with the terms hereof, including and conditions hereof and the financing consummation of the transactions contemplated by Section 5.04, this Agreement will not (a) conflict with, violate, with or result in a breach of, or violation of the organizational documents of either of the Buyers; (b) conflict with or result in any material violation or material breach of or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material default) under, or give rise to any right of termination, cancellationcancellation or acceleration of any obligation or result in a loss of any material benefit under, or acceleration under any provision of the organizational documents of any of the Buyers require a consent or waiver under, any of the terms, conditions or provisions of any note, lien, bond mortgage, indenture, license, lease, contract, commitment, agreement, understanding, arrangement, restriction, or other instrument or obligation contract to which any of the Buyers is a party or by which any of the Buyers or any of their respective properties or assets may be boundare subject; (bc) violate in any material respect any Law applicable to any of the Buyers or any of their respective properties, assets, or outstanding shares of capital stock, or other securities; or (cd) constitute an event which, with or without notice, lapse of time, or action by a third party, could result in the creation of any Lien upon any of the assets or properties of any of the Buyers or cause the maturity of any liability, obligation, or debt of any of the Buyers to be accelerated or increased.