Common use of Authority Relative to this Agreement, Etc Clause in Contracts

Authority Relative to this Agreement, Etc. Each of Seller, the FH Asset Sellers and the FH Share Sellers and any other Affiliate of Seller that is or will be a party to any Transaction Document has all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by each of Seller, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party thereto. No other corporate proceedings on the part of Seller, the FH Asset Sellers and the FH Share Sellers, or any other Affiliate of Seller, are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and any other Affiliate of Seller to the extent party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller), each of this Agreement and such other agreements, and such other Transaction Documents, constitutes (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered will constitute) a legal, valid and binding agreement of Seller, the FH Asset Sellers and the FH Share Sellers, or Seller’s other Affiliates to the extent party thereto, enforceable against each such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement, Etc. Each of Seller, the FH Asset Sellers and the FH Share Sellers and any other Affiliate of Seller that is or will be a party to any Transaction Document Buyer has all requisite corporate or other authority and power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by each of Seller, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party theretoBuyer. No other corporate proceedings on the part of Seller, the FH Asset Sellers Buyer (and the FH Share Sellers, no action on part of any stockholders of Buyer) or any other Affiliate of Seller, Subsidiary thereof are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents and or the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents, Documents and the consummation of the transactions contemplated hereby and thereby, thereby have been (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and any other Affiliate of Seller to the extent party thereto Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of SellerBuyer and its Affiliates), each of this Agreement and such other agreements, and such other Transaction Documents, constitutes (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered will constitute) a legal, valid and binding agreement of Seller, the FH Asset Sellers and the FH Share Sellers, or Seller’s other Affiliates to the extent party theretoBuyer, enforceable against each such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement, Etc. (a) Each of Seller, the FH Asset Sellers and the FH Share Sellers and any other Affiliate of Seller that is or will be a party to any Transaction Document has all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement Novation Agreement, the Related Agreements and each of any other agreements executed in connection herewith or therewith at or prior to the Closing (such other Transaction Documents agreements are referred to as the "OTHER AGREEMENTS"), to which it is or will be a party party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and each of the other Transaction Documents Other Agreements, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors (or similar governing body) of each of Seller, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party thereto. No other corporate proceedings on the part of Seller, the FH Asset Sellers and the FH Share Sellers, any Seller or any other Affiliate of Sellertheir respective Subsidiaries, and no action on the part of stockholders of any Seller or any of their respective Subsidiaries, are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and the other Transaction Documents Other Agreements, and the consummation of the transactions contemplated hereby and thereby. This AgreementAgreement has been (and on the Closing Date, each of the Local Purchase Agreements, the Transition Services Agreement Related Agreements and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Other Agreements will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and any other Affiliate of Seller to the extent it is a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all each of Buyer and the other parties hereto or thereto (other than Affiliates of Seller)Buyer Subs to the extent it is a party, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or or, in the case of agreements executed after the Transition Services Agreement and the Local Purchase Agreementsdate of this Agreement, and the other Transaction Documents, when executed and delivered will constitutebe once executed) a legal, valid and binding agreement of Seller, each of the FH Asset Sellers and the FH Share Sellers, or Seller’s other Affiliates to the extent it is a party hereto or thereto, enforceable against each such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, in accordance with its terms. Notwithstanding the foregoing, subject the authorization, execution and delivery of this Agreement, the Local Purchase Agreements, the Related Agreements and any of the Other Agreements by any Sellers that are designated by DuPont after the date hereof in accordance with the Separation Completion Plan, and the authorization, execution or delivery of any agreement that may be hereafter negotiated and finalized, will be authorized after the date of this Agreement but prior to bankruptcythe execution of such agreements and such agreements, insolvencywhen executed and delivered, fraudulent transfer, reorganization, moratorium will have been duly and similar Laws of general applicability relating to or affecting creditors’ rights validly executed and to general equity principlesdelivered.

Authority Relative to this Agreement, Etc. Each of SellerBuyer has, the FH Asset Sellers and the FH Share Sellers and at Closing any other Affiliate of Seller that is or Buyer Designee will be a party to any Transaction Document has have, all requisite corporate or other authority and power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents Related Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents Related Agreements to which Buyer and any Buyer Designee is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or in the case of any Buyer Designee, will be at Closing) duly and validly authorized by each of Seller, the FH Asset Sellers Buyer and the FH Share Sellers, and each other Affiliate of Seller to the extent party theretoany such Buyer Designee. No other corporate (or similar) proceedings on the part of SellerBuyer (and no action on part of any stockholders of Buyer), the FH Asset Sellers and the FH Share Sellers, any Buyer Designee or any other Affiliate of Seller, Subsidiary thereof are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents and Related Agreements to which it is or will be a party or the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, Related Agreements to which Buyer or any Buyer Designee is a party have been (or in the case of the Transition Services Agreement and the Local Purchase Related Agreements, and the other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and Buyer and/or any other Affiliate of Seller to the extent party thereto such Buyer Designee and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller)hereto, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Related Agreements will constitute) a legal, valid and binding agreement of Seller, the FH Asset Sellers Buyer and the FH Share Sellers, or Seller’s other Affiliates to the extent any Buyer Designee party thereto, enforceable against each Buyer and any such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, Buyer Designee party thereto in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement, Etc. Each Except, in each case, where the failure to be true would not reasonably be expected, individually or in the aggregate, to materially impair or materially delay the ability of SellerBuyer, the FH Diversey Asset Sellers Buyers, or the Diversey Share Buyers to consummate the transactions contemplated by this Agreement, (a) each of Buyer, each Diversey Asset Buyer, and each Diversey Share Buyer has (or in the FH Share Sellers case of certain Local Purchase Agreements and any other Affiliate of Seller that is or Related Agreements, will be a party to any Transaction Document has have) all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, Agreements and the Transition Services Agreement and each of the other Transaction Documents Related Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The , (b) the execution and delivery of this Agreement, the Local Purchase Agreements, Agreements and the Transition Services Agreement and each of the other Transaction Documents Related Agreements to which Buyer or any Diversey Asset Buyer or Diversey Share Buyer is a party and the consummation of the transactions contemplated hereby and thereby have (or in the case of certain Local Purchase Agreements and Related Agreements, will have) been duly and validly authorized by each of Seller, the FH Asset Sellers and the FH Share Sellers, Buyer and each other Affiliate of Seller to the extent Diversey Asset Buyer and Diversey Share Buyer party thereto. No , (c) no other corporate proceedings on the part of SellerBuyer, the FH Diversey Asset Sellers and the FH Share SellersBuyers, or the Diversey Share Buyers (and no action on part of any other Affiliate stockholders of SellerBuyer, the Diversey Asset Buyers or the Diversey Share Buyers) or any Subsidiary thereof are (or in the case of certain Local Purchase Agreements and Related Agreements, will be) necessary to authorize the execution, delivery delivery, and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, Agreements or the Transition Services Agreement and the other Transaction Documents and Related Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby. This thereby and (d) this Agreement, the Local Purchase Agreements, the Transition Services Agreement Agreements and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, Related Agreements to which Buyer or any Diversey Asset Buyer or Diversey Share Buyer is a party have been (or in the case of the Transition Services Agreement certain Local Purchase Agreements and the Local Purchase Related Agreements, and the other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Buyer or such Diversey Asset Sellers and the FH Buyer or Diversey Share Sellers, and any other Affiliate of Seller to the extent party thereto Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed executed, and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller)applicable Sellers, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement and the certain Local Purchase Agreements, Agreements and the other Transaction Documents, when executed and delivered Related Agreements will constitute) a legal, valid valid, and binding agreement of Seller, the FH Buyer and each such Diversey Asset Sellers Buyer and the FH Diversey Share Sellers, or Seller’s other Affiliates to the extent party theretoBuyer, enforceable against each Buyer or such Seller, FH Diversey Asset Seller Buyer or FH Diversey Share Seller, or Seller’s other Affiliates thereof, as the case may be, Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium moratorium, and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement, Etc. Each of Seller, the FH Asset Sellers Delta and the FH DPP Share Sellers and any other Affiliate of Seller that is or will be a party to any Transaction Document has all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents any Related Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. Each Transferred DPP Company or any Subsidiary thereof has all requisite corporate or other power and authority to execute and deliver any Related Agreements to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents Related Agreements and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of the Related Agreements, will be as of their execution) duly authorized by each of SellerDelta, the FH Asset Sellers and the FH DPP Share Sellers, the Transferred DPP Companies and each other Affiliate of Seller any Subsidiary thereof (with respect to any Related Agreement executed by such party prior to the Closing) to the extent a party thereto. No other corporate proceedings or other action on the part of SellerDelta, the FH Asset Sellers and the FH DPP Share Sellers, the Transferred DPP Companies and any Subsidiaries thereof (and no action on the part of stockholders of Delta, the DPP Share Sellers, the Transferred DPP Companies or any other Affiliate of Seller, Subsidiaries thereof) are necessary (or, in the case of the Related Agreements, will be necessary as of the execution thereof) to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents Related Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction DocumentsRelated Agreements, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Related Agreements will be) duly and validly executed and delivered by Delta and each of Seller, the FH Asset Sellers and the FH DPP Share Sellers, the Transferred DPP Companies and any other Affiliate of Seller Subsidiaries thereof (with respect to any Related Agreement executed by such party prior to the Closing) to the extent a party thereto and, assuming this Agreement and such other agreements Related Agreements (to the extent Newco is a party to such other Related Agreements) have been duly authorized, executed and delivered by all of Newco, JLL Holdco and the other parties hereto or thereto (other than Affiliates of Seller)thereto, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Related Agreements will constitute) a legal, valid and binding agreement of SellerDelta, the FH Asset Sellers and the FH DPP Share Sellers, or Seller’s other Affiliates the Transferred DPP Companies and any Subsidiaries thereof (with respect to any Related Agreement executed by such party prior to the Closing) to the extent a party thereto, enforceable against Delta, each such Seller, FH Asset DPP Share Seller or FH Share Seller, or Seller’s other Affiliates thereof, as and each of the case may be, Transferred DPP Companies and any Subsidiaries thereof (with respect to any Related Agreement executed by such party prior to the Closing) in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and subject, as to enforceability, to general equity principles.

Authority Relative to this Agreement, Etc. Each Except, in each case, where the failure to be true would not reasonably be expected, individually or in the aggregate, to materially impair or materially delay the ability of SellerSellers to consummate the transactions contemplated by this Agreement or be material to the Diversey Business, the FH Asset Sellers and the FH Share Sellers and any other Affiliate of Seller that is or will be taken as a party to any Transaction Document whole, (a) SEE has all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services and any other Related Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The , and each other Seller shall have all requisite power and authority to execute and deliver the Local Purchase Agreements, and any other Related Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; (b) the execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby Related Agreements have been duly authorized by each SEE to the extent party thereto and the execution and delivery of Sellerthis Agreement, the FH Asset Sellers Local Purchase Agreements, and the FH Share Sellers, and other Related Agreements shall be duly authorized by each other Affiliate of Seller to the extent party thereto. No ; (c) no other corporate or other governance proceedings on the part of Seller, SEE (and no action on the FH Asset Sellers and part of stockholders or other equity holders of the FH Share Sellers, or any other Affiliate of Seller, SEE) are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents Related Agreements and the consummation of the transactions contemplated hereby and thereby. This ; and (d) this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction DocumentsRelated Agreements, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Transition Services Agreement and certain of the Local Purchase Agreements, Agreements and the other Transaction Documents, when executed and delivered Related Agreements will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and any other Affiliate of Seller SEE to the extent party thereto thereto, and shall be by each of the other Sellers to the extent party thereto, and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller)Buyer, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement and certain of the Local Purchase Agreements, Agreements and the other Transaction Documents, when executed and delivered Related Agreements will constitute) a legal, valid and binding agreement of SellerSEE to the extent party thereto, and will constitute a legal, valid and binding agreement of each of the FH Asset other Sellers and the FH Share Sellers, or Seller’s other Affiliates to the extent party thereto, enforceable against each such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement, Etc. Each of SellerBuyer has, the FH Asset Sellers and the FH Share Sellers and at Closing any other Affiliate of Seller that is or Buyer Designee will be a party to any Transaction Document has have, all requisite corporate or other authority and power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents Related Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and each of the other Transaction Documents Related Agreements to which Buyer and any Buyer Designee is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or in the case of any Buyer Designee, will be at Closing) duly and validly authorized by each of Seller, the FH Asset Sellers Buyer and the FH Share Sellers, and each other Affiliate of Seller to the extent party theretoany such Buyer Designee. No other corporate (or similar) proceedings on the part of SellerBuyer (and no action on part of any stockholders of Buyer), the FH Asset Sellers and the FH Share Sellers, any Buyer Designee or any other Affiliate of Seller, Subsidiary thereof are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents and Related Agreements to which it is or will be a party or the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, Related Agreements to which Buyer or any Buyer Designee is a party have been (or in the case of the Transition Services Agreement and the Local Purchase Related Agreements, and the other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and Buyer and/or any other Affiliate of Seller to the extent party thereto such Buyer Designee and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller)hereto, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement and the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Related Agreements will constitute) a legal, valid and binding agreement of Seller, the FH Asset Sellers Buyer and the FH Share Sellers, or Seller’s other Affiliates to the extent any Buyer Designee party thereto, enforceable against each Buyer and any such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, Buyer Designee party thereto in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ ' rights and to general equity principles.

Authority Relative to this Agreement, Etc. Each of SellerAPD has, the FH Asset Sellers and the FH Share Sellers and any each other Affiliate of Seller that is has or will be a party have, immediately prior to any Transaction Document has the Closing, all requisite corporate or other power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement any Related Agreements and each of the other any Other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and each of the other Other Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by APD, and immediately prior to the Closing will have been authorized by each of other Seller, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party thereto. No Other than corporate approvals of the Subsidiaries of APD, which will be obtained prior to the Closing, no other corporate proceedings on the part of Seller, Sellers (and no action on the FH Asset part of (i) the board of directors (or similar governing body) of the Sellers and or (ii) stockholders of the FH Share Sellers, or any other Affiliate of Seller, ) are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and the other Other Transaction Documents and the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and the other Other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, have been (or in the case of the Transition Services Agreement Related Agreements, the Other Transaction Documents and certain of the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Agreements will be) duly and validly executed and delivered by each of Seller, the FH Asset Sellers and the FH Share Sellers, and any other Affiliate of Seller to the extent party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all each of Buyer, the other parties hereto or thereto (other than Affiliates of Seller)PMD Asset Buyers and the PMD Share Buyers to the extent a party thereto, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement Related Agreements, the Other Transaction Documents and certain of the Local Purchase Agreements, and the other Transaction Documents, when executed and delivered Agreements will constitute) a legal, valid and binding agreement of Seller, the FH Asset Sellers and the FH Share Sellers, or Seller’s other Affiliates to the extent party thereto, enforceable against each such Seller, FH Asset Seller or FH Share Seller, or Seller’s other Affiliates thereof, as the case may be, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Authority Relative to this Agreement, Etc. Each of SellerBuyer has, the FH and each PMD Asset Sellers Buyer and the FH each PMD Share Sellers and any other Affiliate of Seller that is Buyer has, or will be a party to any Transaction Document has have as of the Closing Date, all requisite corporate or other authority and power and authority to execute and deliver this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and each of the other Other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and each of the other Other Transaction Documents to which Buyer or any PMD Asset Buyer or PMD Share Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Buyer, and immediately prior to the Closing will have been authorized by each of Sellerother PMD Asset Buyer or PMD Share Buyer, the FH Asset Sellers and the FH Share Sellers, and each other Affiliate of Seller to the extent party thereto. No Other than corporate approvals of the Subsidiaries of Buyer, which will be obtained prior to Closing, no other corporate proceedings on the part of SellerBuyer, the FH PMD Asset Sellers Buyers or the PMD Share Buyers (and no action on part of any stockholders of Buyer, the FH PMD Asset Buyers or the PMD Share Sellers, Buyers or any other Affiliate of Seller, Subsidiary thereof) are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and the other Other Transaction Documents and to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement, the Local Purchase Agreements, the Transition Services Agreement Related Agreements and the other Other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, Documents to which Buyer or any PMD Asset Buyer or PMD Share Buyer is a party have been (or in the case of the Transition Services Agreement and certain of the Local Purchase Agreements, the Related Agreements and the other Other Transaction Documents, when executed and delivered will be) duly and validly executed and delivered by each of Seller, the FH Buyer or such PMD Asset Sellers and the FH Buyer or PMD Share Sellers, and any other Affiliate of Seller Buyer to the extent a party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all of the other parties hereto or thereto (other than Affiliates of Seller)hereto, each of this Agreement and such other agreements, and such other Transaction Documents, agreements constitutes (or in the case of the Transition Services Agreement and certain of the Local Purchase Agreements, the Related Agreements and the other Other Transaction Documents, when executed and delivered Documents will constitute) a legal, valid and binding agreement of Seller, the FH Buyer or such PMD Asset Sellers and the FH Buyer or PMD Share Sellers, or Seller’s other Affiliates to the extent party theretoBuyer, enforceable against each Buyer or such Seller, FH PMD Asset Seller Buyer or FH PMD Share Seller, or Seller’s other Affiliates thereof, as the case may be, Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.