Common use of Authorization, Execution and Enforceability Clause in Contracts

Authorization, Execution and Enforceability. The Company has all requisite power and authority (corporate and otherwise) to execute and deliver and perform its obligations under the Documents to which it is a party and to consummate the transactions contemplated by such Documents. The Company's execution and delivery of, and performance of its obligations under, the Documents to which the Company is a party have been duly and validly authorized by all requisite action on the part of the Company, and each such Document constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws and general principles of equity. Except as set forth on Schedule 3.2, the Company's execution and delivery of, and performance of its obligations under, the Documents to which it is a party, and the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, will not (a) violate any Legal Requirement applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries, under, any provision of the Fundamental Documents of the Company or any of its Subsidiaries or any Material Agreement or Permit to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their assets or properties are or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole.

Authorization, Execution and Enforceability. The Company has all requisite corporate power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery ofof this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its Stockholders (who have unanimously voted to approve the Merger), and this Agreement and each such Related Document to which the Company is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by the Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, except that such enforcement is subject to applicable bankruptcy, reorganization, insolvency, reorganization, fraudulent conveyance, moratorium or and other similar laws and general principles affecting generally the enforcement of equitycreditors' rights. Except as set forth on Schedule 3.23.2 or as otherwise contemplated by this Agreement, neither the Company's execution and delivery of, and and/or performance of its obligations under, this Agreement or the Related Documents to which it is or will be a party, and nor the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, hereby or thereby will not (a) violate in any Legal Requirement material respect, or result in the creation of an Encumbrance upon any of the Company's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with violate the Company's Charter or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiaries, under, any provision of the Fundamental Documents of the Company or any of its Subsidiaries or any Material Agreement or Permit to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their assets or properties are or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a wholeCompany's By-Laws.

Authorization, Execution and Enforceability. The Company has all requisite corporate power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery ofof this Agreement and each Related Document to which it is a party, and performance by the Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its Stockholders, and this Agreement and each such Related Document to which the Company is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by the Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company, as the case may be, in accordance with its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium conveyance or other similar insolvency laws and general principles of equityaffecting creditors' rights generally. Except as set forth on Schedule 3.23.2 or as otherwise contemplated by this Agreement, ------------ neither the Company's execution and delivery of, and and/or performance of its obligations under, this Agreement or the Related Documents to which it is or will be a party, and nor the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, hereby or thereby will not (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of the Company's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with with, or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesCompany, under, any provision of the Fundamental Documents of Company's Charter or the Company Company's By-laws or any of its Subsidiaries or any Material Agreement or Permit Contract set forth on Schedule 3.12 to which the Company or any of its Subsidiaries it is a party or by which the Company it or ------------- any of its Subsidiaries or their assets or properties are is or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole.

Authorization, Execution and Enforceability. The Each of the Company and the NY Subsidiary has all requisite power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Each of the Company's and the NY Subsidiary's execution and delivery ofof this Agreement and each Related Document to which it is or will be a party, and performance by the Company or the NY Subsidiary of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its shareholder and the NY Subsidiary and its shareholder, and this Agreement and each such Related Document to which the Company or the NY Subsidiary is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by the Company and the NY Subsidiary and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company and the NY Subsidiary, enforceable against it the Company and the NY Subsidiary, as the case may be, in accordance with its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium conveyance or other similar insolvency laws and general principles of equityaffecting creditors' rights generally. Except as set forth on Schedule 3.25.2 or as otherwise contemplated by this Agreement, neither the Company's or the NY Subsidiary's execution and delivery of, and and/or performance of its obligations under, this Agreement or the Related Documents to which it is or will be a party, and nor the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, hereby or thereby will not (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of the Company's or the NY Subsidiary's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries the NY Subsidiary's or any of their properties or assets or (b) conflict with with, or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its Subsidiariesthe NY Subsidiary, under, any provision of the Fundamental Documents Company's Charter or the Company's By-laws or any similar document in respect of the Company NY Subsidiary or any of its Subsidiaries or any Material Agreement or Permit Contract set forth on Schedule 5.13 to which the Company or any of its Subsidiaries either is a party or by which the Company either or any of its Subsidiaries or their either's assets or properties are is or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole.

Authorization, Execution and Enforceability. The Company (a) Each of the Companies has all requisite power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery ofby each of the Companies of this Agreement and each Related Document to which it is or will be a party, and the performance by such Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the Companysuch Company and its shareholders, and this Agreement and each Related Document to which such Document Company is or will be a party has been, or upon the execution thereof will be, duly and validly executed and delivered by such Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company such Company, enforceable against it such Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganization, moratorium or other and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule 3.2, Neither the Company's execution and delivery by each of the Companies of, and nor the performance of its obligations under, the Documents this Agreement and each Related Document to which it is or will be a party, and nor the consummation of the transactions contemplated hereby or thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, will not (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of such Company's assets as a result of, any Laws applicable to the such Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with with, or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the such Company or any of its Subsidiaries, under, any provision of the Fundamental such Company's Charter Documents of the Company or any of its Subsidiaries or any Material Agreement or Permit Contract to which the Company or any of its Subsidiaries it is a party or by which the Company it or any of its Subsidiaries or their assets or properties are is or may be bound. (b) A&G has all requisite partnership power and authority to execute, deliver and perform its obligations under each of the documents listed on SCHEDULE 5.2(B) (the "A&G DOCUMENTS") and to consummate the transactions --------------- ------------- contemplated thereby. The execution and delivery by A&G of each A&G Document, and the performance by A&G of its obligations thereunder have been duly and validly authorized by all requisite action on the part of A&G and its partners, and each A&G Document has been, or upon the execution thereof will be, duly and validly executed and delivered by A&G and, except where such violationfor the Headquarters Lease, conflictconstitutes ,a valid and binding obligation of A&G, breachenforceable against A&G in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the execution and delivery by A&G of, nor the performance of its obligations under, each A&G Document (other than the Headquarters Lease), nor the consummation of the transactions contemplated thereby, will (a) violate, or result in the creation of any Encumbrance upon any of A&G's assets as a result of, any Laws applicable to A&G or any of its properties or assets or (b) conflict with, or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right individually of contingent payment, termination, cancellation or acceleration, or result in the aggregate has not had nor could reasonably be expected creation of any Encumbrance upon any of the properties or assets of A&G under, any provision of A&G's certificate and/or agreement of partnership or any Contract to have which it is a Material Adverse Effect on the Company and each party or by which it or any of its Subsidiaries taken together as a wholeassets or properties is or may be bound.

Authorization, Execution and Enforceability. The Company has all requisite power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery ofof this Agreement and each Related Document to which it is or will be a party, and performance by the Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its Shareholders, and this Agreement and each such Related Document to which the Company is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by the Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company, as the case may be, in accordance with its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium conveyance or other similar insolvency laws and general principles of equityaffecting creditors' rights generally. Except as set forth on Schedule 3.24.2 or as otherwise contemplated by ------------ this Agreement, neither the Company's execution and delivery of, and and/or performance of its obligations under, this Agreement or the Related Documents to which it is or will be a party, and nor the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, hereby or thereby will not (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of the Company's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with with, or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesCompany, under, any provision of the Fundamental Documents of Company's Charter or the Company Company's By-laws or any of its Subsidiaries Permit, Order or any Material Agreement or Permit Contract to which the Company or any of its Subsidiaries it is a party or by which the Company it or any of its Subsidiaries or their assets or properties are is or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole.

Authorization, Execution and Enforceability. The Company has all requisite power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery ofof this Agreement and each Related Document to which it is or will be a party, and performance by the Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its Shareholders, and this Agreement and each such Related Document to which the Company is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by the Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company, as the case may be, in accordance with its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium conveyance or other similar insolvency laws and general principles of equityaffecting creditors' rights generally. Except as set forth on Schedule 3.24.2 or as otherwise contemplated by this Agreement, neither the Company's execution and delivery of, and and/or performance of its obligations under, this Agreement or the Related Documents to which it is or will be a party, and nor the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, hereby or thereby will not (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of the Company's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with with, or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesCompany, under, any provision of the Fundamental Documents of Company's Charter or the Company Company's By-laws or any of its Subsidiaries Permit, Order or any Material Agreement or Permit Contract to which the Company or any of its Subsidiaries it is a party or by which the Company it or any of its Subsidiaries or their assets or properties are is or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole.

Authorization, Execution and Enforceability. The Company has all requisite power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery of, of this Agreement and each Related Document to which it is or will be a party and the performance by the Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its shareholders, and this Agreement and each such Related Document to which the Company is or will be a party has been, or upon the Company's execution and delivery thereof will be, duly and validly executed and delivered by the Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws and general principles of equity. Except as set forth on Schedule 3.2, Neither the Company's execution and delivery of, and and/or performance of its obligations under, the Documents this Agreement and each Related Document to which it is or will be a party, and nor the consummation of the transactions contemplated hereby or thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, will not shall (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of the Company's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesCompany, under, any provision of the Fundamental Documents of Company's Charter or the Company Company's By-laws or any of its Subsidiaries Contract listed on SCHEDULE 4.13 (or any Material Agreement or Permit to which the Company or any of its Subsidiaries is a party or incorporated onto such ------------- Schedule by which the Company or any of its Subsidiaries or their assets or properties are or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a wholereference).

Authorization, Execution and Enforceability. The Company has all requisite power and authority (corporate and otherwise) to execute and execute, deliver and perform its obligations under the Documents this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated by such Documentshereby and thereby. The Company's execution and delivery ofof this Agreement and each Related Document to which it is or will be a party, and performance by the Company of its obligations under, the Documents to which the Company is a party hereunder and thereunder have been duly and validly authorized by all requisite action on the part of the CompanyCompany and its Shareholders, and this Agreement and each such Related Document to which the Company is or will be a party has been, or upon the execution and delivery thereof will be, duly and validly executed and delivered by the Company and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Company Company, enforceable against it the Company, as the case may be, in accordance with its terms, subject to applicable except as enforceability may be limited by equitable principles of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium conveyance or other similar insolvency laws and general principles of equityaffecting creditors' rights generally. Except as set forth on Schedule 3.24.2 or as otherwise contemplated by this Agreement, ------------ neither the Company's execution and delivery of, and and/or performance of its obligations under, this Agreement or the Related Documents to which it is or will be a party, and nor the consummation of the transactions contemplated thereby, including the authorization, reservation, issuance, sale and delivery, as the case may be, of the Notes, the Reserved Common Shares and the Preferred Shares, hereby or thereby will not (a) violate violate, or result in the creation of an Encumbrance upon any Legal Requirement of the Company's assets as a result of, any Laws applicable to the Company or any of its Subsidiaries or any of their properties or assets or (b) conflict with with, or result in any violation or breach of of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default or give rise to any right of contingent payment, termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Company or any of its SubsidiariesCompany, under, any provision of the Fundamental Documents of Company's Charter or the Company Company's By-laws or any of its Subsidiaries Permit, Order or any Material Agreement or Permit Contract to which the Company or any of its Subsidiaries it is a party or by which the Company it or any of its Subsidiaries or their assets or properties are is or may be bound, except where such violation, conflict, breach, default or right individually or in the aggregate has not had nor could reasonably be expected to have a Material Adverse Effect on the Company and each of its Subsidiaries taken together as a whole.