Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. Each of Parent and Purchaser has the requisite corporate power and authority to execute and deliver this Agreement, the Stockholder Agreement and all agreements and documents contemplated hereby and thereby to be executed respectively by it. This Agreement, the Stockholder Agreement, the Offer, the Merger and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Purchaser and by Bass U.S.A., Incorporated as the sole stockholder of Purchaser, and no other corporate action on the part of Parent or Purchaser is necessary to authorize this Agreement, the Stockholder Agreement, the Offer and the Merger, or to consummate the transactions contemplated hereby or thereby. This Agreement and the Stockholder Agreement constitute, and all agreements and documents contemplated hereby to be executed and delivered by Parent or Purchaser (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Parent or Purchaser, as the case may be, enforceable respectively against them in accordance with their respective terms, except that (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect affecting creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Authorization; Validity and Effect of Agreement. Each of Parent and Purchaser The Company has the requisite corporate power and authority to execute and deliver this Agreement, the Stockholder Agreement and all agreements and documents contemplated hereby and thereby to be executed respectively and delivered by it, and, subject to receipt of necessary shareholder approval, to consummate the transactions contemplated hereby. This Subject only to the approval of this Agreement, the Stockholder Merger and the transactions contemplated hereby by (i) the affirmative vote of a majority of the votes cast by the Company's shareholders and (ii) the affirmative vote of a majority of the votes cast by holders of the ESOP Company Common Shares and the holders of the Non-ESOP Company Common Shares, with each group voting as a separate class, this Agreement, the Offer, the Merger and the consummation by Parent and Purchaser the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Purchaser and by Bass U.S.A., Incorporated as the sole stockholder of Purchaserall requisite corporate action, and no other corporate action on the part of Parent or Purchaser the Company is necessary to authorize this Agreement, Agreement or the Stockholder Agreement, the Offer and the Merger, Merger or to consummate the transactions contemplated hereby or therebyhereby. This Agreement has been duly and validly executed and delivered by the Stockholder Agreement constituteCompany and constitutes, and all agreements and documents contemplated hereby to be executed and delivered by Parent or Purchaser the Company (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Parent or Purchaser, as the case may beCompany, enforceable respectively against them the Company in accordance with their respective terms, except that subject to (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now affecting or hereinafter in effect affecting relating to creditors' rights generally and generally, (ii) the availability of the remedy of specific performance or injunctive or relief and other forms of equitable relief may be subject to equitable defenses remedies, and would be subject to the discretion of the court before which any proceeding therefor may be brought.(iii)

Authorization; Validity and Effect of Agreement. Each of Parent LLC has the requisite limited liability company power and Purchaser has authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. Newco, when formed and at the Effective Time, will have the requisite corporate power and authority to execute and deliver this Agreement, the Stockholder Agreement and all agreements and documents contemplated hereby and thereby to be executed respectively and delivered by itit and to consummate the transactions contemplated hereby and thereby. This Agreement, the Stockholder Agreement, the Offer, the Merger and the consummation by Parent LLC and Purchaser Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Manager and member of LLC and will be duly and validly authorized by the Board of Directors and shareholders of Parent and Purchaser and by Bass U.S.A., Incorporated as the sole stockholder of PurchaserNewco, and no other limited liability company action on the part of LLC is necessary, or other corporate action on the part of Parent or Purchaser is necessary Newco will be necessary, to authorize this Agreement, Agreement or the Stockholder Agreement, the Offer and the Merger, Merger or to consummate the transactions contemplated hereby or therebyhereby. This Agreement has been duly and the Stockholder Agreement constitutevalidly executed by LLC and constitutes, and all agreements and documents contemplated hereby to be executed and delivered by Parent or Purchaser LLC and Newco (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Parent or Purchaser, as the case may be, LLC and Newco enforceable respectively against each of them in accordance with their respective terms, except that subject to (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now affecting or hereinafter in effect affecting relating to creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or relief and other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be broughtremedies.

Authorization; Validity and Effect of Agreement. Each of Parent The Trustee and Purchaser has ESOP have the requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it and to consummate the transactions contemplated hereby and thereby. Newco, when formed and at the Effective Time, will have the requisite corporate power and authority to execute and deliver this Agreement, the Stockholder Agreement and all agreements and documents contemplated hereby and thereby to be executed respectively and delivered by itit and to consummate the transactions contemplated hereby and thereby. This Agreement, the Stockholder Agreement, the Offer, the Merger and the consummation by Parent the ESOP and Purchaser Newco of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards Trustee and the Board of Directors and shareholder of Parent and Purchaser and by Bass U.S.A., Incorporated as the sole stockholder of PurchaserNewco, and no other action (corporate action or otherwise) on the part of Parent the ESOP or Purchaser Newco is necessary, will be necessary to authorize this Agreement, Agreement or the Stockholder Agreement, the Offer and the Merger, Merger or to consummate the transactions contemplated hereby or therebyhereby. This Agreement has been duly and validly executed by the Stockholder Agreement constituteESOP and constitutes, and all agreements and documents contemplated hereby to be executed and delivered by Parent or Purchaser the ESOP and Newco (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Parent or Purchaser, as the case may be, ESOP and Newco enforceable respectively against each of them in accordance with their respective terms, except that subject to (i) the enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws now affecting or hereinafter in effect affecting relating to creditors' rights generally and generally, (ii) the availability of the remedy of specific performance or injunctive or relief and other forms of equitable relief may be subject to equitable defenses remedies, and would be subject to the discretion of the court before which any proceeding therefor may be brought(iii) ERISA.

Authorization; Validity and Effect of Agreement. Each of Parent and Purchaser The Company has the requisite corporate power and authority to execute and deliver this Agreement, the Stockholder Agreement and all agreements and documents contemplated hereby and thereby to be executed respectively by it. This Agreement, the Stockholder Agreement, the Offer, the Merger and the consummation by Parent and Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by the respective Boards of Directors of Parent and Purchaser and by Bass U.S.A., Incorporated as the sole stockholder of Purchaser, and no other corporate action on the part of Parent or Purchaser is necessary to authorize this Agreement, the Stockholder Agreement, the Offer and the Merger, or to consummate the transactions contemplated hereby or thereby. This Agreement and the Stockholder Agreement constitute, and all agreements and documents contemplated hereby to be executed and delivered by Parent or Purchaser it. This Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by the Company and constitutes, and the Stockholders Agreement, the Registration Rights Agreement, the Indemnification Agreement, the Director Indemnification Agreement and the Advisory Agreement (together with this Agreement, referred to collectively as the "Transaction Documents") contemplated hereby to be executed and delivered by the Company (when executed and delivered pursuant hereto) will constitute, the valid and binding obligations of Parent or Purchaser, as the case may beCompany, enforceable respectively against them the Company in accordance with their respective terms, except that (i) the such enforceability hereof and thereof may be subject to applicable bankruptcy, insolvency or other similar laws now or hereinafter in effect affecting creditors' rights generally and generally, (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought, and (iii) rights to indemnification may be limited by public policy considerations.