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

Authority Relative to this Agreement, Etc. JLL Holdco has all requisite authority and power to execute and deliver this Agreement and 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 JLL Holdco. No other proceedings on the part of JLL Holdco (and no action on part of any equity holders of JLL Holdco) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which JLL Holdco is a party have been (or in the case of certain of the Related Agreements, will be) duly and validly executed and delivered by JLL Holdco and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all 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 JLL Holdco, enforceable against 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. JLL Holdco Buyer has all requisite authority and power to execute and deliver this Agreement Agreement, the Local Purchase Agreements and 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 JLL Holdco Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by JLL HoldcoBuyer. No other proceedings on the part of JLL Holdco Buyer (and no action on the part of any equity holders of JLL HoldcoBuyer) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement Agreement, the Local Purchase Agreements and the Related Agreements 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 to which JLL Holdco Buyer is a party have been (or in the case of certain of the Local Purchase Agreements and the Related Agreements, will be) duly and validly executed and delivered by JLL Holdco Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all 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 JLL HoldcoBuyer, enforceable against JLL Holdco 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. JLL Holdco Buyer has ----------------------------------------- all requisite corporate authority and power to execute and deliver this Agreement and 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 Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by JLL Holdcothe Board of Directors of Buyer. No other corporate proceedings on the part of JLL Holdco Buyer (and no action on part of any equity holders stockholders of JLL HoldcoBuyer) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement and the Related Agreements to which it is a party or the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which JLL Holdco Buyer is a party have been (or in the case of certain of the Related Agreements, will be) duly and validly executed and delivered by JLL Holdco Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all 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 JLL HoldcoBuyer, enforceable against JLL Holdco 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. JLL Holdco Buyer has all requisite authority and power to execute and deliver this Agreement Agreement, the Local Purchase Agreements and 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 JLL Holdco Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by JLL HoldcoBuyer. No other proceedings on the part of JLL Holdco Buyer (and no action on the part of any equity holders of JLL HoldcoBuyer) or any Subsidiary thereof are necessary to authorize the execution, delivery and performance of this Agreement Agreement, the Local Purchase Agreements and the Related Agreements 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 to which JLL Holdco Buyer is a party have been (or in the case of certain of the Local Purchase Agreements and the Related Agreements, will be) duly and validly executed and delivered by JLL Holdco Buyer and, assuming this Agreement and such other agreements have been duly authorized, executed and delivered by all 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 JLL HoldcoBuyer, enforceable against JLL Holdco 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. JLL Holdco Each of TDY and the Share Sellers has all requisite corporate or other power and authority and power to execute and deliver this Agreement and the any 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 JLL Holdcoeach of TDY and the Share Sellers, in each case, to the extent party thereto. No other corporate proceedings on the part of JLL Holdco ATI (and no action on the part of any equity holders of JLL Holdco) its stockholders), TDY, the Share Sellers or any Subsidiary thereof the Transferred Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with the respective terms of this Agreement and the Related Agreements to which it is a party or and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related 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 JLL Holdco each of TDY and the Share 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 heretoBuyer (or a Buyer Designee, as applicable), 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 JLL HoldcoTDY and the Share Sellers to the extent party thereto, enforceable against JLL Holdco each 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 subject, as to enforceability, to general equity principles.

Authority Relative to this Agreement, Etc. JLL Holdco Each of TDY and the Share Sellers has all requisite corporate or other power and authority and power to execute and deliver this Agreement and the any 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 JLL Holdcoeach of TDY and the Share Sellers, in each case, to the extent party thereto. No other corporate proceedings on the part of JLL Holdco ATI (and no action on the part of any equity holders of JLL Holdco) its stockholders), TDY, the Share Sellers or any Subsidiary thereof the Transferred Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with the respective terms of this Agreement and the Related Agreements to which it is a party or and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related 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 JLL Holdco each of TDY and the Share 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 heretoBuyer (or a Buyer Designee, as applicable), 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 JLL HoldcoTDY and the Share Sellers to the extent party thereto, enforceable against JLL Holdco each 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 subject, as to enforceability, to general equity principles.

Authority Relative to this Agreement, Etc. JLL Holdco Each of the ------------------------------------------ Sellers and DPC has all requisite corporate or partnership power and authority and power to execute and deliver this Agreement and the 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 to which JLL Holdco is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by JLL Holdcothe 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 JLL Holdco DuPont (and no action on the part of any equity holders stockholders of JLL HoldcoDuPont) or any Subsidiary thereof of its Subsidiaries are necessary to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement and Agreement, the Related Agreements to which it is a party or and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Related Agreements to which JLL Holdco is a party have Agreements, and the consummation of the transactions contemplated hereby and thereby, has been (or in the case of certain of the Related Agreements, Agreements will be) duly and validly executed and delivered by JLL Holdco 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 all of the other parties heretoBuyer, 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 certain of the Related Agreements will constitute) a legal, valid and binding agreement of JLL Holdcothe Sellers and DPC to the extent party thereto, enforceable against JLL Holdco each such company 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.