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

Authority Relative to this Agreement, Etc. Each of the ------------------------------------------ Sellers and DPC has all requisite corporate or partnership power and authority to execute and deliver this Agreement and any other Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of the Sellers and DPC to the extent party thereto. No other corporate or partnership proceedings on the part of DuPont (and no action on the part of stockholders of DuPont) or any of its Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has been (or in the case of the Related Agreements will be) duly and validly executed and delivered by each of the Sellers and DPC to the extent party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by Buyer, Buyer Sub 1, Buyer Sub 2 or a Foreign Buyer Sub, as applicable, each of this Agreement and such other agreements constitutes (or in the case of the Related Agreements will constitute) a legal, valid and binding agreement of the Sellers and DPC to the extent party thereto, enforceable against each such company in accordance with its terms.

Authority Relative to this Agreement, Etc. Each of TDY and the ------------------------------------------ Share Sellers and DPC has all requisite corporate or partnership other power and authority to execute and deliver this Agreement and any other Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of TDY and the Sellers and DPC Share Sellers, in each case, to the extent party thereto. No other corporate or partnership proceedings on the part of DuPont ATI (and no action on the part of stockholders of DuPont) its stockholders), TDY, the Share Sellers or any of its the Transferred Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with their the respective terms of this Agreement, Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has Agreements have been (or in the case of the Related Agreements will be) duly and validly executed and delivered by each of TDY and the Share Sellers and DPC to the extent party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by Buyer, Buyer Sub 1, Buyer Sub 2 (or a Foreign Buyer SubDesignee, as applicable), each of this Agreement and such other agreements constitutes (or in the case of the Related Agreements will constitute) a legal, valid and binding agreement of TDY and the Share Sellers and DPC to the extent party thereto, enforceable against each such company of TDY and the Share Sellers, 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 the ------------------------------------------ Sellers and DPC Buyer has all requisite corporate or partnership authority and power and authority to execute and deliver this Agreement Agreement, the Local Purchase Agreements and any other the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Local Purchase Agreements and the Related Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each of the Sellers and DPC to the extent party theretoBuyer. No other corporate or partnership proceedings on the part of DuPont Buyer (and no action on the part of stockholders any equity holders of DuPontBuyer) or any of its Subsidiaries Subsidiary thereof are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements and the Related Agreements and to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement Agreement, the Local Purchase Agreements and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has Agreements to which Buyer is a party have been (or in the case of certain of the Local Purchase Agreements and the Related Agreements Agreements, will be) duly and validly executed and delivered by each of the Sellers and DPC to the extent party thereto Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by Buyer, Buyer Sub 1, Buyer Sub 2 or a Foreign Buyer Sub, as applicableall of the other parties hereto, each of this Agreement and such other agreements constitutes (or in the case of certain of the Local Purchase Agreements and the Related Agreements will constitute) a legal, valid and binding agreement of the Sellers and DPC to the extent party theretoBuyer, enforceable against each such company 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 subject, as to enforceability, to general equity principles.

Authority Relative to this Agreement, Etc. Each of the ------------------------------------------ Sellers and DPC JLL Holdco has all requisite corporate or partnership authority and power and authority to execute and deliver this Agreement and any other the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements to which JLL Holdco is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each of the Sellers and DPC to the extent party theretoJLL Holdco. No other corporate or partnership proceedings on the part of DuPont JLL Holdco (and no action on the part of stockholders any equity holders of DuPontJLL Holdco) or any of its Subsidiaries Subsidiary thereof are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, Agreement and the Related Agreements and to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has Agreements to which JLL Holdco is a party have been (or in the case of certain of the Related Agreements Agreements, will be) duly and validly executed and delivered by each of the Sellers and DPC to the extent party thereto JLL Holdco and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by Buyer, Buyer Sub 1, Buyer Sub 2 or a Foreign Buyer Sub, as applicableall of the other parties hereto, each of this Agreement and such other agreements constitutes (or in the case of certain of the Related Agreements will constitute) a legal, valid and binding agreement of the Sellers and DPC to the extent party theretoJLL Holdco, enforceable against each such company JLL Holdco 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 of TDY and the ------------------------------------------ Share Sellers and DPC has all requisite corporate or partnership other power and authority to execute and deliver this Agreement and any other Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of TDY and the Sellers and DPC Share Sellers, in each case, to the extent party thereto. No other corporate or partnership proceedings on the part of DuPont ATI (and no action on the part of stockholders of DuPont) its stockholders), TDY, the Share Sellers or any of its the Transferred Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with their the respective terms of this Agreement, Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has Agreements have been (or in the case of the Related Agreements will be) duly and validly executed and delivered by each of TDY and the Share Sellers and DPC to the extent party thereto and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by Buyer, Buyer Sub 1, Buyer Sub 2 (or a Foreign Buyer SubDesignee, as applicable), each of this Agreement and such other agreements constitutes (or in the case of the Related Agreements will constitute) a legal, valid and binding agreement of TDY and the Share Sellers and DPC to the extent party thereto, enforceable against each such company of TDY and the Share Sellers, 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 the ------------------------------------------ Sellers and DPC Buyer has all requisite corporate or partnership authority and power and authority to execute and deliver this Agreement Agreement, the Local Purchase Agreements and any other the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Local Purchase Agreements and the Related Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of each of the Sellers and DPC to the extent party theretoBuyer. No other corporate or partnership proceedings on the part of DuPont Buyer (and no action on the part of stockholders any equity holders of DuPontBuyer) or any of its Subsidiaries Subsidiary thereof are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, the Local Purchase Agreements and the Related Agreements and to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement Agreement, the Local Purchase Agreements and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, has Agreements to which Buyer is a party have been (or in the case of certain of the Local Purchase Agreements and the Related Agreements Agreements, will be) duly and validly executed and delivered by each of the Sellers and DPC to the extent party thereto Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by Buyer, Buyer Sub 1, Buyer Sub 2 or a Foreign Buyer Sub, as applicableall of the other parties hereto, each of this Agreement and such other agreements constitutes (or in the case of certain of the Local Purchase Agreements and the Related Agreements will constitute) a legal, valid and binding agreement of the Sellers and DPC to the extent party theretoBuyer, enforceable against each such company 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 subject, as to enforceability, to general equity principles.