Common use of Corporate Authority; No Violation, Etc Clause in Contracts

Corporate Authority; No Violation, Etc. Hanover has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement to which it is a party and, subject in the case of this Agreement, to obtaining the Requisite Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Hanover of this Agreement and the Executed Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite Approvals. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution and delivery of this Agreement by Xxxxxx and Spinco, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Hanover is a party has been duly executed and delivered by Hanover and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of the execution and delivery by Hanover of this Agreement or of any Executed Transaction Agreement to which it is a party, the consummation by Hanover of the transactions contemplated hereby or thereby or compliance by Hanover with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanover’s current charter (the “Charter”) or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylaws, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover or any of its Subsidiaries is a party or by which Hanover or any of its Subsidiaries or any of their respective assets or properties is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Common Stock or capital stock of any Subsidiaries or on any of the assets of Hanover or its Subsidiaries or (v) violates or conflicts with any Law applicable to Hanover or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hanover.

Corporate Authority; No Violation, Etc. Hanover Heinz has the requisite corporate power and authority to enter into this Agreement and each Executed other Transaction Agreement to which it Heinz is to be a party and, subject in the case of this Agreement, to obtaining the Requisite Approvals, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Hanover Heinz of this Agreement and the Executed each such other Transaction Agreements to which it is a party Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite ApprovalsHeinz. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution Heinz and delivery of this Agreement by Xxxxxx and Spinco, constitutes a legal, valid and binding agreement of HanoverHeinz, enforceable against Hanover Heinz in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. Each Executed As of the Distribution Date, each other Transaction Agreement to which Hanover Heinz is to be a party has will have been duly executed and delivered by Hanover and, assuming the due authorization, execution Heinz and delivery thereof by each of the other parties thereto, constitutes will constitute a legal, valid and binding agreement of HanoverHeinz, enforceable against Hanover Heinz in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. None of the execution and delivery by Hanover Heinz of this Agreement or of any Executed other Transaction Agreement to which it is a partyAgreement, the consummation by Hanover Heinz of the transactions contemplated hereby or thereby or compliance by Hanover Heinz with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanover’s current charter (the “Charter”) Heinz's articles of incorporation or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylawsbylaws, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under under, any Contract to which Hanover Heinz or any of its Subsidiaries or Spinco or any of its Subsidiaries is a party or by which Hanover Heinz or any of its Subsidiaries or Spinco or any of its Subsidiaries or any of their respective assets the Spinco Assets is or properties is will be bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Spinco Common Stock or Stock, capital stock of any Subsidiaries Spinco Subsidiary or on any of the assets of Hanover or its Subsidiaries Spinco Assets or (v) violates or conflicts with any Law decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order"), law, ordinance, rule or regulation applicable to Hanover Heinz or any of its Subsidiaries (including Spinco and its Subsidiaries), or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HanoverHeinz.

Corporate Authority; No Violation, Etc. Hanover Spinco has the requisite corporate power and authority to enter into this Agreement and each Executed other Transaction Agreement to which it Spinco is to be a party and, subject in the case of this Agreement, to obtaining the Requisite Approvals, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Hanover Spinco of this Agreement and the Executed each such other Transaction Agreements to which it is a party Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of HanoverSpinco, subject, in it being understood that Heinz is required to adopt this Agreement after the case of the performance date of this Agreement and as the consummation sole stockholder of the transactions contemplated, to obtaining the Requisite ApprovalsSpinco. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution Spinco and delivery of this Agreement by Xxxxxx and Spinco, constitutes a legal, valid and binding agreement of HanoverSpinco, enforceable against Hanover Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. Each Executed As of the Distribution Date, each other Transaction Agreement to which Hanover Spinco is to be a party has will have been duly executed and delivered by Hanover and, assuming the due authorization, execution Spinco and delivery thereof by each of the other parties thereto, constitutes will constitute a legal, valid and binding agreement of HanoverSpinco, enforceable against Hanover Spinco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. None of the execution and delivery by Hanover Spinco of this Agreement or of any Executed other Transaction Agreement to which it is a partyAgreement, the consummation by Hanover Spinco of the transactions contemplated hereby or thereby or compliance by Hanover Spinco with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanover’s current charter (the “Charter”) Spinco's certificate of incorporation or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylawsbylaws, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover Spinco or any of its Subsidiaries is a party or by which Hanover Spinco or any of its Subsidiaries or any of their respective assets or properties the Spinco Assets is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Spinco Common Stock or Stock, capital stock of any Spinco Subsidiaries or on any of the assets of Hanover or its Subsidiaries Spinco Assets or (v) violates or conflicts with any Law Order, law, ordinance, rule or regulation applicable to Hanover Spinco or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HanoverSpinco.

Corporate Authority; No Violation, Etc. Hanover has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement agreement or instrument to which it is a party be executed and delivered in connection with or pursuant hereto and, subject in the case of this Agreement, Agreement to obtaining the Requisite ApprovalsApproval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Hanover of this Agreement and the Executed Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplatedcontemplated hereby, to obtaining the Requisite ApprovalsApproval. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution and delivery of this Agreement by Xxxxxx and Spincoeach Seller, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Hanover is a party has been duly executed and delivered by Hanover and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of Neither the execution and delivery by Hanover of this Agreement or of any Executed Transaction Agreement to which it is a partyAgreement, the consummation by Hanover of the transactions contemplated hereby or thereby or nor compliance by Hanover with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanover’s current charter (the “Charter”) or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylawsbylaws, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite ApprovalsApproval, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover or any of its Subsidiaries is a party or by which Hanover or any of its Subsidiaries or any of their respective assets or properties is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Common Stock or capital stock equity securities of any Subsidiaries Subsidiary or on any of the assets of Hanover or its Subsidiaries or (v) violates or conflicts with any Law applicable to Hanover or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on materially impair or delay Hanover’s ability to perform each of its obligations hereunder and to consummate the transactions contemplated hereby.

Corporate Authority; No Violation, Etc. Hanover Each Seller has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement agreement or instrument to which it is a party and, subject be executed and delivered in the case of this Agreement, to obtaining the Requisite Approvalsconnection with or pursuant hereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Hanover of this Agreement and the Executed Transaction Agreements to which it is a party and the consummation each of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance Sellers of this Agreement and the consummation of the transactions contemplated, to obtaining contemplated hereby have been duly authorized by all requisite corporate or limited liability company action on the Requisite Approvalspart of each Seller. This Agreement has been duly executed and delivered by Hanover each Seller and, assuming due authorization, execution and delivery of this Agreement by Xxxxxx and SpincoHanover, constitutes a legal, valid and binding agreement of Hanovereach Seller, enforceable against Hanover such Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Hanover is a party has been duly executed and delivered by Hanover and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of Neither the execution and delivery by Hanover the Sellers of this Agreement or of any Executed Transaction Agreement to which it is a partyAgreement, the consummation by Hanover the Sellers of the transactions contemplated hereby or thereby or nor compliance by Hanover the Sellers with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanovereither Seller’s current charter (the “Charter”) or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylawsorganizational documents, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover any Seller or any of its Subsidiaries is a party or by which Hanover any Seller or any of its Subsidiaries or any of their respective assets or properties is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Common Stock or capital stock equity interests of any Subsidiaries Seller or on any of the assets of Hanover any Seller or its Subsidiaries or (v) violates or conflicts with any Law applicable to Hanover any Seller or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hanovermaterially impair or delay such Seller’s ability to perform each of its obligations hereunder or to consummate the transactions contemplated hereby.

Corporate Authority; No Violation, Etc. Hanover Buyer has the requisite corporate power and authority to enter into this Agreement and each Executed other Transaction Agreement to which it is to be a party and, subject in the case of this Agreement, to obtaining the Requisite Approvals, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Hanover Buyer of this Agreement and the Executed each such other Transaction Agreements Agreement to which it is to be a party and the consummation of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite ApprovalsBuyer. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution Buyer and delivery of this Agreement by Xxxxxx and Spinco, constitutes a legal, valid and binding agreement of HanoverBuyer, enforceable against Hanover each such Person in accordance with its terms, subject to bankruptcythe Bankruptcy and Equity Exception. As of the Closing, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed each other Transaction Agreement to which Hanover Buyer is to be a party has will have been duly executed and delivered by Hanover and, assuming the due authorization, execution such Person and delivery thereof by each of the other parties thereto, constitutes will constitute a legal, valid and binding agreement of Hanoversuch Person, enforceable against Hanover it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium the Bankruptcy and similar laws of general application relating to or affecting creditors’ rights and to general equity principlesEquity Exception. None of the execution and delivery by Hanover Buyer of this Agreement or of any Executed other Transaction Agreement to which it is or will be a party, the consummation by Hanover Buyer of the transactions contemplated hereby Transactions or thereby or the compliance by Hanover Buyer with any of the provisions hereof or thereof (ia) violates or conflicts with any provisions of HanoverBuyer’s current charter (the “Charter”) certificate of incorporation or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylawsbylaws, (iib) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite ApprovalsPerson (except for (i) filings required under any applicable Antitrust Laws, (ii) Permits as may be required under, and other applicable requirements of, state securities laws, and (iii) such filings and consents as may be required under any environmental, health or safety law or regulation pertaining to any notification, disclosure or required approval necessitated by the Transactions), (c) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under under, any material Contract to which Hanover of Buyer or any of its Subsidiaries is a party or by which Hanover or any of its Subsidiaries or any of their respective assets or properties is bound or affected(including Buyer), (ivd) results in the creation of a Lien on any of the issued and outstanding shares assets or properties of Hanover Common Stock Buyer or capital stock of any Subsidiaries or on any of the assets of Hanover or its Subsidiaries or (ve) violates or conflicts with any Ruling or Law applicable to Hanover Buyer or any of its Subsidiaries, Subsidiaries or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (iib), (iiic), (ivd) and (ve) above as has not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect on HanoverEffect.

Corporate Authority; No Violation, Etc. Hanover has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement to which it is a party and, subject in the case of this Agreement, to obtaining the Requisite Approvals, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Hanover of this Agreement and the Executed Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite Approvals. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution and delivery of this Agreement by Xxxxxx Xxxxxx, Spinco and SpincoJWHHC, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. Each Executed Transaction Agreement to which Hanover is a party has been duly executed and delivered by Hanover and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles. None of the execution and delivery by Hanover of this Agreement or of any Executed Transaction Agreement to which it is a party, the consummation by Hanover of the transactions contemplated hereby or thereby or compliance by Hanover with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanover’s 's current charter (the “"Charter”") or bylaws (the “"Bylaws”") or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylaws, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover or any of its Subsidiaries is a party or by which Hanover or any of its Subsidiaries or any of their respective assets or properties is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Common Stock or capital stock of any Subsidiaries or on any of the assets of Hanover or its Subsidiaries or (v) violates or conflicts with any Law applicable to Hanover or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hanover.

Corporate Authority; No Violation, Etc. Hanover has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement agreement or instrument to which it is a party and, subject be executed and delivered in the case of this Agreement, to obtaining the Requisite Approvalsconnection with or pursuant hereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Hanover of this Agreement and the Executed Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite Approvals. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution and delivery of this Agreement by Xxxxxx and SpincoSeller, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Hanover is a party has been duly executed and delivered by Hanover and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of Neither the execution and delivery by Hanover of this Agreement or of any Executed Transaction Agreement to which it is a partyAgreement, the consummation by Hanover of the transactions contemplated hereby or thereby or nor compliance by Hanover with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Hanover’s current charter (the “Charter”) or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylawsbylaws, (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover or any of its Subsidiaries is a party or by which Hanover or any of its Subsidiaries or any of their respective assets or properties is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Common Stock or capital stock equity securities of any Subsidiaries Subsidiary or on any of the assets of Hanover or its Subsidiaries or (v) violates or conflicts with any Law applicable to Hanover or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on materially impair or delay Hanover’s ability to perform each of its obligations hereunder and to consummate the transactions contemplated hereby.

Corporate Authority; No Violation, Etc. Hanover Each of the Concentra Parties has the requisite corporate power and authority to enter into this Agreement and each Executed other Transaction Agreement to which it such Person is to be a party and, subject in the case of this Agreement, to obtaining the Requisite Approvals, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Hanover the Concentra Parties of this Agreement and the Executed each such other Transaction Agreements to which it is a party Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite ApprovalsConcentra Parties. This Agreement has been duly executed and delivered by Hanover and, assuming due authorization, execution the Concentra Parties and delivery of this Agreement by Xxxxxx and Spinco, constitutes a legal, valid and binding agreement of Hanovereach of the Concentra Parties, enforceable against Hanover each such Person in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws of general application relating to or affecting creditors’ rights generally and to general equity principlesexcept insofar as the availability of equitable remedies may be limited by applicable law. Each Executed As of the Closing, each other Transaction Agreement to which Hanover any of the Concentra Parties is to be a party has will have been duly executed and delivered by Hanover and, assuming the due authorization, execution each such Person and delivery thereof by each of the other parties thereto, constitutes will constitute a legal, valid and binding agreement of Hanovereach such Person, enforceable against Hanover it in accordance with its terms, subject to except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar other laws of general application relating to or affecting creditors’ rights generally and to general equity principlesexcept insofar as the availability of equitable remedies may be limited by applicable law. None Except as set forth in Section 4.2 of the Concentra Disclosure Letter, none of the execution and delivery by Hanover any of the Concentra Parties of this Agreement or of any Executed other Transaction Agreement to which it is or will be a party, the consummation by Hanover the Concentra Parties of the transactions contemplated hereby or thereby or compliance by Hanover the Concentra Parties with any of the provisions hereof or thereof (ia) violates or conflicts with any provisions of Hanover’s current charter (the “Charter”) certificate of incorporation or bylaws (the “Bylaws”) or will violate or conflict with of any provisions of the Amended and Restated Charter or the Amended and Restated BylawsConcentra Parties, (iib) requires any consent, approval, authorization or permit Consent of, registration, declaration or filing with, or notification to, any Governmental Authority or or, with respect to and Material Contract, any other PersonPerson (except for (i) filings required under any applicable Antitrust Laws and (ii) Licenses as may be required under, and other than the Requisite Approvalsapplicable requirements of, state securities laws, (iiic) contravenes, results in a violation or default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under under, any Contract to which Hanover or any of its Subsidiaries is a party or by which Hanover or any of its Subsidiaries or any of their respective assets or properties is bound or affectedMaterial Contract, (ivd) results in the creation of a Lien on any of the issued and outstanding shares of Hanover Common Stock Shares or capital stock of any Subsidiaries or on any of the assets of Hanover or its Subsidiaries Acquired Assets or (ve) violates or conflicts with any Law Rulings or Regulations applicable to Hanover or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on HanoverBusiness.

Corporate Authority; No Violation, Etc. Hanover Seller has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement agreement or instrument to which it is a party and, subject be executed and delivered in the case of this Agreement, to obtaining the Requisite Approvalsconnection with or pursuant hereto, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Hanover Seller of this Agreement and the Executed Transaction Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Hanover, subject, in the case of the performance of this Agreement and the consummation of the transactions contemplated, to obtaining the Requisite ApprovalsSeller. This Agreement has been duly executed and delivered by Hanover Seller and, assuming due authorization, execution and delivery of this Agreement by Xxxxxx and SpincoHanover, constitutes a legal, valid and binding agreement of HanoverSeller, enforceable against Hanover Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Each Executed Transaction Agreement to which Hanover is a party has been duly executed and delivered by Hanover and, assuming the due authorization, execution and delivery thereof by each of the other parties thereto, constitutes a legal, valid and binding agreement of Hanover, enforceable against Hanover in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. None of Neither the execution and delivery by Hanover Seller of this Agreement or of any Executed Transaction Agreement to which it is a partyAgreement, the consummation by Hanover Seller of the transactions contemplated hereby or thereby or nor compliance by Hanover Seller with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of HanoverSeller’s current charter (the “Charter”) or bylaws (the “Bylaws”) or will violate or conflict with any provisions of the Amended and Restated Charter or the Amended and Restated Bylaws[organizational documents], (ii) requires any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority or any other Person, other than the Requisite Approvals, (iii) results in a default (or an event that, with notice or lapse of time or both, would become a default) or gives rise to any right of termination or buy-out by any third party, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any Contract to which Hanover Seller or any of its Subsidiaries is a party or by which Hanover Seller or any of its Subsidiaries or any of their respective assets or properties is bound or affected, (iv) results in the creation of a Lien on any of the issued and outstanding shares equity interests of Hanover Common Stock or capital stock of any Subsidiaries Seller or on any of the assets of Hanover Seller or its Subsidiaries or (v) violates or conflicts with any Law applicable to Hanover Seller or any of its Subsidiaries, or any of the properties, businesses or assets of any of the foregoing, other than such exceptions in the case of each of clauses (ii), (iii), (iv) and (v) above as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Hanovermaterially impair or delay Seller’s ability to perform each of its obligations hereunder or to consummate the transactions contemplated hereby.