Common use of Authorization; Non-Contravention Clause in Contracts

Authorization; Non-Contravention. (a) Obligor has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Obligor of this Agreement and all other instruments and agreements to be delivered by Obligor as contemplated hereby, the consummation by it of the transactions contemplated hereby and the performance of its obligations hereunder have been duly authorized and approved by the board of directors of Obligor. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor as contemplated hereby will be, duly executed and delivered by Obligor. Assuming that this Agreement constitutes valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor enforceable against Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization; Non-Contravention. (a) Obligor Beneficiary has the requisite corporate limited liability company power and authority and has taken all corporate or limited liability company and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Obligor Beneficiary of this Agreement and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby, the consummation by it Beneficiary of the transactions contemplated hereby and the performance of its obligations hereunder have been duly authorized and approved by the board of directors of Obligorall necessary limited liability company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Beneficiary as contemplated hereby will be, duly executed and delivered by ObligorBeneficiary. Assuming that this Agreement constitutes valid and binding obligations of BeneficiaryObligor, this Agreement constitutes the valid and binding obligation of Obligor, Beneficiary enforceable against Obligor Beneficiary in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby constitute valid and binding obligations of Beneficiary Obligor and each other Person (other than ObligorBeneficiary and its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Beneficiary enforceable against Obligor Beneficiary in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization; Non-Contravention. (a) Obligor Seller has the requisite corporate limited liability company power and authority and has taken all corporate or limited liability and other action necessary to execute and deliver this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Seller of this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, the consummation by it Seller of the transactions contemplated hereby and thereunder and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligorall necessary limited liability company or other action. This Agreement has and the Undertaking have been, and all other instruments and agreements to be executed and delivered by Obligor Seller as contemplated hereby and thereby will be, duly executed and delivered by ObligorSeller. Assuming that this Agreement constitutes and the Undertaking constitute valid and binding obligations of BeneficiaryPurchaser, this Agreement constitutes and the Undertaking constitute valid and binding obligation obligations of Obligor, Seller enforceable against Obligor Seller in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Seller as contemplated hereby constitute valid and binding obligations of Beneficiary Purchaser and each other Person (other than ObligorSeller and its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization; Non-Contravention. (a) Obligor Each Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor each Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchasers as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its their obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligoreach Purchaser. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor Purchasers as contemplated hereby and thereby will be, duly executed and delivered by Obligoreach Purchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Sellers and each other Person (other than ObligorPurchasers) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor each Purchaser, enforceable against Obligor each Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchasers as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchasers) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchasers in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally.

Authorization; Non-Contravention. (a) Obligor Each Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor each Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchasers as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its their obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligoreach Purchaser. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor Purchasers as contemplated hereby and thereby will be, duly executed and delivered by Obligoreach Purchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Sellers and each other Person (other than ObligorPurchasers) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor each Purchaser, enforceable against Obligor each Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchasers as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchasers) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchasers in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.

Authorization; Non-Contravention. (a) Obligor Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Purchaser of this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, the consummation by it Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of ObligorPurchaser. This Agreement has and the Undertaking have been, and all other instruments and agreements to be executed and delivered by Obligor Purchaser as contemplated hereby and thereby will be, duly executed and delivered by ObligorPurchaser. Assuming that this Agreement constitutes and the Undertaking constitute valid and binding obligations of BeneficiarySeller, this Agreement constitutes and the Undertaking constitute valid and binding obligation obligations of ObligorPurchaser, enforceable against Obligor Purchaser in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Purchaser as contemplated hereby constitute valid and binding obligations of Beneficiary Seller and each other Person (other than ObligorPurchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Purchaser enforceable against Obligor Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

Authorization; Non-Contravention. (a) Obligor Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Seller of this Agreement and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, the consummation by it Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been (except for the authorization of CIE’s shareholders meeting which must be obtained on or before Closing) and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Seller as contemplated hereby and thereby will be, duly executed and delivered by ObligorSeller. Assuming that this Agreement constitutes legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes the legal, valid and binding obligation obligations of Obligor, Seller enforceable against Obligor Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of Beneficiary and each other Person (other than Obligor) party theretohereto, such instruments and agreements will constitute legal, valid and binding obligations of Obligor Seller enforceable against Obligor Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesgenerally.

Authorization; Non-Contravention. (a) Obligor Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, the consummation by it Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of ObligorPurchaser. This Agreement and the Escrow Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Purchaser as contemplated hereby and thereby will be, duly executed and delivered by ObligorPurchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Sellers and each other Person (other than ObligorPurchaser) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor Purchaser, enforceable against Obligor Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchaser as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchaser) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.

Authorization; Non-Contravention. (a) Obligor Such Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor such Seller of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, the consummation by it such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor such Seller as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Seller. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlessuch Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally.

Authorization; Non-Contravention. (a) Obligor Each Shareholder and Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Shareholder and Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Shareholder and Seller of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Shareholder and Seller as contemplated herebyhereby and thereby, the consummation by it such Shareholder and Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor each Shareholder and Seller as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Shareholder and Seller. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary each Shareholder and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor such Shareholder and Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principleseach Shareholder and Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Shareholder and Seller enforceable against such Shareholder and Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.

Authorization; Non-Contravention. (a) Obligor Such Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor such Seller of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, the consummation by it such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor such Seller as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Seller. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlessuch Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally.

Authorization; Non-Contravention. (a) The Purchaser and the Joint Obligor each has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by the Purchaser and the Joint Obligor as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Purchaser and the Joint Obligor of this Agreement and all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of the Purchaser and the Joint Obligor. This Agreement has been, and all other instruments and agreements to be executed and delivered by Purchaser or the Joint Obligor as contemplated hereby and thereby will be, duly executed and delivered by the Purchaser and the Joint Obligor. Assuming that this Agreement constitutes legal, valid and binding obligations of BeneficiarySeller and each other Person (other than Purchaser and the Joint Obligor) party thereto, this Agreement constitutes the legal, valid and binding obligation obligations of the Purchaser and the Joint Obligor, enforceable against the Purchaser and the Joint Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated hereby and thereby constitute legal, valid and binding obligations of Beneficiary Seller and each other Person (other than Purchaser and the Joint Obligor) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser and the Joint Obligor enforceable against Purchaser and the Joint Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesgenerally.