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

Corporate Authority; No Violation, Etc. Xxxxxx has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement to which Xxxxxx is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Xxxxxx of this Agreement and each Executed Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Xxxxxx. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery by Hanover and Spinco, constitutes a legal, valid and binding agreement of Xxxxxx, enforceable against Xxxxxx 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 Xxxxxx is a party has been duly executed and delivered by Xxxxxx and, subject to due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding agreement of Xxxxxx, enforceable against Xxxxxx 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 Xxxxxx of this Agreement or any Executed Transaction Agreement, the consummation by Xxxxxx of the transactions contemplated hereby or thereby or compliance by Xxxxxx with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Walter’s certificate of incorporation or 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, (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 Spinco or any of the Spinco Retained Subsidiaries is a party or by which Spinco or any of the Spinco Retained Subsidiaries or any of the Spinco Assets is or will be bound or affected, (iv) results in the creation of a Lien on any of the Spinco Interests, capital stock of any Spinco Retained Subsidiary or on any of the Spinco Assets or (v) violates or conflicts with any Law applicable to Xxxxxx 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 Xxxxxx.

Corporate Authority; No Violation, Etc. Xxxxxx has the requisite corporate power and authority to enter into this Agreement and each Executed Transaction Agreement to which Xxxxxx is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Xxxxxx of this Agreement and each Executed Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Xxxxxx. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery by Hanover Hanover, JWHHC and Spinco, constitutes a legal, valid and binding agreement of Xxxxxx, enforceable against Xxxxxx 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 Xxxxxx is a party has been duly executed and delivered by Xxxxxx and, subject to due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding agreement of Xxxxxx, enforceable against Xxxxxx 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 Xxxxxx of this Agreement or any Executed Transaction Agreement, the consummation by Xxxxxx of the transactions contemplated hereby or thereby or compliance by Xxxxxx with any of the provisions hereof or thereof (i) violates or conflicts with any provisions of Walter’s 's certificate of incorporation or 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, (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 JWHHC, Spinco or any of the Spinco Retained Subsidiaries is a party or by which JWHHC, Spinco or any of the Spinco Retained Subsidiaries or any of the Spinco Assets is or will be bound or affected, (iv) results in the creation of a Lien on any of the Spinco Interests, capital stock of any Spinco Retained Subsidiary or on any of the Spinco Assets or (v) violates or conflicts with any Law applicable to Xxxxxx or any of its Subsidiaries (including JWHHC and Spinco and its their respective 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 Xxxxxx.