Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Seller and the Company have all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which either is a party and to perform their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which either is or is proposed to be a party by Seller and the Company and the performance by Seller and the Company of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized and no other corporate action on the part of Seller or the Company is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. Seller Each of Purchaser and the Company have Merger Sub has all requisite right, corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which either it is or is proposed to be a party and to perform their respective its obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement and the Ancillary Agreements to which either it is or is proposed to be a party by Seller each of Purchaser and the Company Merger Sub and the performance by Seller each of Purchaser and the Company Merger Sub of its obligations hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and or thereby, as the case may be, have been duly authorized and no other corporate by all requisite action on the part of Seller or each of Purchaser and the Company Merger Sub and no other action on the part of each of Purchaser and the Merger Sub is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller each of Purchaser and the Merger Sub and constitutes a legal, valid and binding obligation of Sellereach of Purchaser and the Merger Sub, enforceable against Seller each of Purchaser and the Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally.

Authorization and Effect of Agreement. Seller and TWA has the Company have all requisite right, corporate power and authority (a) to execute and to deliver this Agreement and the Ancillary Collateral Agreements to which either is it will be a party and (b) in the event the Sale Procedures Order and the Approval Order are entered by the Bankruptcy Court, to perform their respective its obligations hereunder and under any such Ancillary Collateral Agreements. The execution and delivery by each Seller of the Collateral Agreements and to consummate which it will be a party have been (or will be at the transactions contemplated hereby and thereby, including time of execution thereof) duly authorized by all necessary corporate or other organizational action on the Mergerpart of such Seller. The execution and delivery of this Agreement and the Ancillary Collateral Agreements by TWA, and subject to which either is or is proposed to be a party by Seller and the Company and clause (b) above, the performance by Seller and the Company TWA of its obligations hereunder and thereunder, as the case may be, thereunder and the consummation by TWA of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by its Board of Directors and no other corporate action on the part of Seller or the Company TWA is necessary to authorize the execution and delivery of this Agreement and Agreement, the Ancillary Collateral Agreements to which it is or is proposed to be a party or the consummation of the transactions contemplated hereby or thereby, other than the filing . The execution and delivery by each Seller of the Certificate Collateral Agreements to which it will be a party have been (or will be at the time of Mergerexecution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. This Agreement has been duly and validly executed and delivered by Seller TWA and constitutes a legal, valid and binding obligation of SellerTWA, enforceable against Seller TWA in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ ' rights and remedies generally., including,

Authorization and Effect of Agreement. Seller has all requisite corporate power and Seller and the Company Shareholders have all requisite right, corporate power and legal authority to execute and deliver this Agreement and the Ancillary Collateral Agreements to which either is they are or are proposed to be a party and to perform their respective obligations hereunder and under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, including the MergerCollateral Agreements. The execution and delivery of this Agreement and the Ancillary Collateral Agreements to which either is or is proposed to be a party by Seller and the Company Shareholders and the performance by Seller and the Company Shareholders of its their respective obligations hereunder and thereunder, as the case may be, and the consummation by Seller and the Shareholders of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by its Boards of Directors and all of the shareholders of the Seller, in the case of Seller, and no other corporate or other action on the part of any of Seller or the Company Shareholders is necessary to authorize the execution and delivery of this Agreement and the Ancillary Collateral Agreements to which it is they are or is are proposed to be a party or the consummation of the transactions to which they are or are proposed to be a party contemplated hereby or thereby, other than the filing of the Certificate of Merger. This Agreement has been duly and validly executed and delivered by Seller and the Shareholders and constitutes a legal, valid and binding obligation of SellerSeller and the Shareholders, enforceable against Seller and the Shareholders in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights and remedies generally.