Common use of Corporate Authority Relative Clause in Contracts

Corporate Authority Relative. to This Agreement; No Violation. (a) Seller has all requisite corporate power and corporate authority to enter into, execute, deliver and perform its obligations under this Agreement and to consummate the Transaction. The execution, delivery and performance by Seller of this Agreement has been duly and validly approved and authorized by Seller and constitutes the valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Seller of this Agreement and the Company Ancillary Agreements and the consummation of the Transaction by Seller does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority, other than compliance with the applicable requirements of HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have a material impact on the Company or (B) prevent or materially delay the consummation of the Transaction. (c) Assuming compliance with the applicable requirements of HSR, the execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the Transaction and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of Seller, (ii) contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Seller, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or agreement binding upon Seller or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of Seller, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Encumbrance that would not have a Material Adverse Effect.

Corporate Authority Relative. to This this Agreement; No -------------------------------------------------- Violation.. ---------- (a) Seller Each of the Parent and the Purchaser has all requisite the corporate power and corporate authority to enter into, execute, deliver and perform its obligations under into this Agreement and to consummate the Transactioncarry out its obligations hereunder. The execution, execution and delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of the Parent and the Purchaser and by the Parent as the sole stockholder of the Purchaser, and other than the filing of the Certificate of Merger no other corporate proceedings on the part of the Parent or the Purchaser are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly approved executed and authorized delivered by Seller the Parent and the Purchaser and, assuming this Agreement constitutes the a valid and binding agreement of Sellerthe Company, constitutes a valid and binding agreement of each of the Parent and the Purchaser, enforceable against Seller each of the Parent and the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The executionExcept for the filings, delivery permits, authorizations, consents and performance by Seller of this Agreement and the Company Ancillary Agreements and the consummation approvals set forth in Section 4.3(b) of the Transaction by Seller does not and will not require any consent, approval, authorization Parent Disclosure Schedule or permit of, action by, filing with or notification to any Governmental Authority, other than compliance with the applicable requirements of HSRas may be required under, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have a material impact on the Company or (B) prevent or materially delay the consummation of the Transaction. (c) Assuming compliance with the applicable requirements of, the NYSE, the Securities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, and the DGCL (the "Parent Required Approvals"), none of HSR, the execution, delivery and or performance by Seller of this Agreement and by the Parent or the Purchaser, the consummation by Seller the Parent or the Purchaser of the Transaction and the other transactions contemplated hereby do not and or compliance by the Parent or the Purchaser with any of the provisions hereof or thereof will not (i) contravene or conflict with or result in any breach of any provision of the organizational articles or governing documents by-laws of Sellerthe Parent or the certificate of incorporation or by-laws of the Purchaser, (ii) contravene or conflict with or constitute a violation of require any provision of any Applicable Law binding upon or applicable to Sellerfiling with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in any a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit acceleration) under, any loanof the terms, guarantee conditions or provisions of indebtedness or credit agreement, any note, bond, mortgage, indenture, lease lease, license, contract, agreement or agreement binding upon Seller other instrument or result in obligation to which the creation of any Encumbrance (other than Permitted Encumbrances) upon Parent, any of its Subsidiaries or the Purchaser is a party or by which either of them or any of their respective properties or assets may be bound (the "Parent and Purchaser Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent, any of Sellerits Subsidiaries or any of their respective properties or assets, other than, in excluding from the case of foregoing clauses (ii), (iii) and (iii)iv) such violations, any such violationbreaches or defaults which would not, conflict, default, termination, cancellation, acceleration, right, loss individually or Encumbrance that would not in the aggregate have a Material Adverse EffectEffect on the Parent or prevent or substantially delay the consummation of the transactions contemplated hereby. Section 4.3(b) of the Parent Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained under the Parent and Purchaser Agreements prior to the consummation of the transactions contemplated by this Agreement the failure of which to obtain would have, individually or in the aggregate, a Material Adverse Effect on the Parent.

Corporate Authority Relative. to This this Agreement; No Violation. (a) Seller Buyer has all requisite corporate power and corporate authority to enter into, execute, deliver and perform its obligations under this Agreement and to consummate the Transaction. The execution, delivery and performance by Seller Buyer of this Agreement has been duly and validly approved and authorized by Seller Buyer and constitutes the valid and binding agreement of SellerBuyer, enforceable against Seller Buyer in accordance with its their respective terms, subject to the Bankruptcy and Equity Exception. (b) The execution, delivery and performance by Seller Buyer of this Agreement and the Company Buyer Ancillary Agreements and the consummation of the Transaction by Seller Buyer does not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to any Governmental Authority, other than compliance with the applicable requirements of HSR, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have a material impact on the Company Buyer or (B) prevent or materially delay the consummation of the Transaction. (c) Assuming compliance with the applicable requirements of HSR, the The execution, delivery and performance by Seller Buyer of this Agreement and the consummation by Seller Buyer of the Transaction and the other transactions contemplated hereby do not and will not (i) contravene or conflict with the organizational or governing documents of SellerBuyer, (ii) contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to SellerBuyer, or (iii) result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or to the loss of a material benefit under, any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, lease or agreement binding upon Seller Buyer or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets of SellerBuyer, other than, in the case of clauses (ii) and (iii), any such violation, conflict, default, termination, cancellation, acceleration, right, loss or Encumbrance that would not have a Material Adverse Effect.

Corporate Authority Relative. to This this Agreement; No -------------------------------------------------- Violation.. --------- (a) Seller Each of the Parent and the Purchaser has all requisite the corporate power and corporate authority to enter into, execute, deliver and perform its obligations under into this Agreement and to consummate the Transactioncarry out its obligations hereunder. The execution, execution and delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Boards of Directors of the Parent and the Purchaser and by the Parent as the sole stockholder of the Purchaser, and other than the filing of the Certificate of Merger no other corporate proceedings on the part of the Parent or the Purchaser are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly approved executed and authorized delivered by Seller the Parent and the Purchaser and, assuming this Agreement constitutes the a valid and binding agreement of Sellerthe Company, constitutes a valid and binding agreement of each of the Parent and the Purchaser, enforceable against Seller each of the Parent and the Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The executionExcept for the filings, delivery permits, authorizations, consents and performance by Seller of this Agreement and the Company Ancillary Agreements and the consummation approvals set forth in Section 4.3(b) of the Transaction by Seller does not and will not require any consent, approval, authorization Parent Disclosure Schedule or permit of, action by, filing with or notification to any Governmental Authority, other than compliance with the applicable requirements of HSRas may be required under, and other than any consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have a material impact on the Company or (B) prevent or materially delay the consummation of the Transaction. (c) Assuming compliance with the applicable requirements of, the NYSE, the Securities Act, the Exchange Act, the HSR Act, state securities or blue sky laws, and the DGCL (the "Parent Required Approvals"), none of HSR, the execution, delivery and or performance by Seller of this Agreement and by the Parent or the Purchaser, the consummation by Seller the Parent or the Purchaser of the Transaction and the other transactions contemplated hereby do not and or compliance by the Parent or the Purchaser with any of the provisions hereof or thereof will not (i) contravene or conflict with or result in any breach of any provision of the organizational articles or governing documents by-laws of Sellerthe Parent or the certificate of incorporation or by-laws of the Purchaser, (ii) contravene or conflict with or constitute a violation of require any provision of any Applicable Law binding upon or applicable to Sellerfiling with, or permit, authorization, consent or approval of, any Governmental Entity, (iii) result in any a violation or breach of, or default constitute (with or without due notice or lapse of time, time or both) under, a default (or give rise to a any right of termination, amendment, cancellation or acceleration of any material obligation or to the loss of a material benefit acceleration) under, any loanof the terms, guarantee conditions or provisions of indebtedness or credit agreement, any note, bond, mortgage, indenture, lease lease, license, contract, agreement or agreement binding upon Seller other instrument or result in obligation to which the creation of any Encumbrance (other than Permitted Encumbrances) upon Parent, any of its Subsidiaries or the Purchaser is a party or by which either of them or any of their respective properties or assets may be bound (the "Parent and Purchaser Agreements") or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Parent, any of Sellerits Subsidiaries or any of their respective properties or assets, other than, in excluding from the case of foregoing clauses (ii), (iii) and (iii)iv) such violations, any such violationbreaches or defaults which would not, conflict, default, termination, cancellation, acceleration, right, loss individually or Encumbrance that would not in the aggregate have a Material Adverse EffectEffect on the Parent or prevent or substantially delay the consummation of the transactions contemplated hereby. Section 4.3(b) of the Parent Disclosure Schedule sets forth a list of all third party consents and approvals required to be obtained under the Parent and Purchaser Agreements prior to the consummation of the transactions contemplated by this Agreement the failure of which to obtain would have, individually or in the aggregate, a Material Adverse Effect on the Parent.