Common use of Corporate Power and Authority; Non-Contravention Clause in Contracts

Corporate Power and Authority; Non-Contravention. ADL has all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL pursuant to or as contemplated by this Agreement (collectively, the "ADL Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL Agreements by ADL and the consummation by ADL of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADL, including the approval of ADL's Board of Directors, and no other corporate action or proceeding on the part of ADL is necessary to authorize the execution and delivery by ADL of this Agreement and the ADL Agreements or the consummation by ADL of the transactions contemplated hereby and thereby. This Agreement and each of the ADL Agreements constitute the valid and binding obligation of ADL, enforceable in accordance with their respective terms. The execution, delivery and performance by ADL of this Agreement and each of the ADL Agreements: (i) do not and will not conflict with or violate any provision of the Articles of Organization or By-Laws of ADL; (ii) do not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to ADL, or require ADL to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL is a party or by which ADL or its property is bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADL.

Corporate Power and Authority; Non-Contravention. ADL Epyx has all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL Epyx pursuant to or as contemplated by this Agreement (collectively, the "ADL Epyx Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL Epyx Agreements by ADL Epyx and the consummation by ADL Epyx of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADLEpyx, including the approval of ADLthe Board and of Epyx's Board of Directorsstockholders, and no other corporate action or proceeding on the part of ADL Epyx is necessary to authorize the execution and delivery by ADL Epyx of this Agreement and the ADL Epyx Agreements or the consummation by ADL Epyx of the transactions contemplated hereby and thereby. This Agreement and each of the ADL Epyx Agreements constitute constitutes the valid and binding obligation of ADLEpyx, enforceable against Epyx in accordance with their respective terms. The execution, delivery and performance by ADL Epyx of this Agreement and each of the ADL Epyx Agreements: (i) do not and will not conflict with or violate any provision of the Articles Certificate of Organization Incorporation or By-Laws of ADLEpyx; (ii) do not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to ADLEpyx, or require ADL Epyx to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL Epyx is a party or by which ADL Epyx or its property is bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADLEpyx.

Corporate Power and Authority; Non-Contravention. ADL (a) DNFC has all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL DNFC pursuant to or as contemplated by this Agreement (collectively, the "ADL DNFC Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL DNFC Agreements by ADL DNFC and the consummation by ADL DNFC of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADLDNFC, including the approval of ADL's the Board of DirectorsDirectors of DNFC and of DNFC's stockholders, and no other corporate action or proceeding on the part of ADL DNFC is necessary to authorize the execution and delivery by ADL DNFC of this Agreement and the ADL DNFC Agreements or the consummation by ADL DNFC of the transactions contemplated hereby and thereby. This Agreement and each of the ADL DNFC Agreements constitute constitutes the valid and binding obligation of ADLDNFC, enforceable against DNFC in accordance with their respective terms. The execution, delivery and performance by ADL DNFC of this Agreement and each of the ADL DNFC Agreements: (i) do not and will not conflict with or violate any provision of the Articles charter documents of Organization or By-Laws of ADLDNFC; (ii) do not and will not violate any laws, rules or regulations of the United States Italy or any state or other jurisdiction applicable to ADLDNFC, or require ADL DNFC to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL DNFC is a party or by which ADL DNFC or its property is bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADLDNFC.

Corporate Power and Authority; Non-Contravention. ADL (a) Epyx has all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL Epyx pursuant to or as contemplated by this Agreement (collectively, the "ADL Epyx Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL Epyx Agreements by ADL Epyx and the consummation by ADL Epyx of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADLEpyx, including the approval of ADLthe Board and of Epyx's Board of Directorsstockholders, and no other corporate action or proceeding on the part of ADL Epyx is necessary to authorize the execution and delivery by ADL Epyx of this Agreement and the ADL Epyx Agreements or the consummation by ADL Epyx of the transactions contemplated hereby and thereby. This Agreement and each of the ADL Epyx Agreements constitute constitutes the valid and binding obligation of ADLEpyx, enforceable against Epyx in accordance with their respective terms. The execution, delivery and performance by ADL Epyx of this Agreement and each of the ADL Epyx Agreements: (i) do not and will not conflict with or violate any provision of the Articles Certificate of Organization Incorporation or By-Laws of ADLEpyx; (ii) do not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to ADLEpyx, or require ADL Epyx to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL Epyx is a party or by which ADL Epyx or its property is bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADLEpyx. (b) The DN Shares, when issued and delivered to and paid for by DN in accordance with the terms of this Agreement (i) will be validly issued, fully paid and nonassessable, (ii) will represent 50% of the outstanding capital stock of New XxXxxx Epyx and (iii) will be free and clear of any and all liens, encumbrances, charges or claims.

Corporate Power and Authority; Non-Contravention. ADL DN has all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL DN pursuant to or as contemplated by this Agreement (collectively, the "ADL DN Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL DN Agreements by ADL DN and the consummation by ADL DN of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADLDN, including the approval of ADLDN's Board of Directors, and no other corporate action or proceeding on the part of ADL DN is necessary to authorize the execution and delivery by ADL DN of this Agreement and the ADL DN Agreements or the consummation by ADL DN of the transactions contemplated hereby and thereby. This Agreement and each of the ADL DN Agreements constitute the valid and binding obligation of ADLDN, enforceable in accordance with their respective terms. The execution, delivery and performance by ADL DN of this Agreement and each of the ADL DN Agreements: (i) do not and will not conflict with or violate any provision of the Articles charter documents of Organization or By-Laws of ADLDN; (ii) do not and will not violate any laws, rules or regulations of the United States The Netherlands or any state or other jurisdiction applicable to ADLDN, or require ADL DN to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL DN is a party or by which ADL DN or its property is bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADLDN.

Corporate Power and Authority; Non-Contravention. ADL has The Sellers have all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL Norfin or DNNE pursuant to or as contemplated by this Agreement (collectively, the "ADL Sellers Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL Sellers Agreements by ADL the Sellers and the consummation by ADL the Sellers of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADLthe Sellers, including the approval of ADL's Board their boards of Directorsdirectors and stockholders, and no other corporate action or proceeding on the part of ADL the Sellers is necessary to authorize the execution and delivery by ADL the Sellers of this Agreement and the ADL Sellers Agreements or the consummation by ADL the Sellers of the transactions contemplated hereby and thereby. This Agreement and each of the ADL Sellers Agreements constitute constitutes the valid and binding obligation of ADLthe Sellers, enforceable against the Sellers in accordance with their respective terms. The execution, delivery and performance by ADL the Sellers of this Agreement and each of the ADL Sellers Agreements: (i) do not and will not conflict with or violate any provision of the Certificate of Incorporation or the Articles of Organization Association of the Sellers or By-Laws of ADLthe Companies; (ii) do not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to ADLthe Sellers or to the Companies, or require ADL the Sellers or the Companies to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL is a party the Sellers are parties or by which ADL the Sellers or its their property is are bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADLthe Sellers.

Corporate Power and Authority; Non-Contravention. ADL Hess has all requisite corporate power and authority to execute and deliver this Agreement and each agreement, document and instrument to be executed and delivered by ADL Hess pursuant to or as contemplated by this Agreement (collectively, the "ADL Hess Agreements") and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the ADL Hess Agreements by ADL Hess and the consummation by ADL Hess of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of ADLHess, including the approval of ADL's Hess' Board of Directors, and no other corporate action or proceeding on the part of ADL Hess is necessary to authorize the execution and delivery by ADL Hess of this Agreement and the ADL Hess Agreements or the consummation by ADL Hess of the transactions contemplated hereby and thereby. This Agreement and each of the ADL Hess Agreements constitute constitutes the valid and binding obligation of ADLHess, enforceable in accordance with their respective terms. The execution, delivery and performance by ADL Hess of this Agreement and each of the ADL Hess Agreements: (i) do not and will not conflict with or violate any provision of the Articles Certificate of Organization Incorporation or By-Laws of ADLHess; (ii) do not and will not violate any laws, rules or regulations of the United States or any state or other jurisdiction applicable to ADLHess, or require ADL Hess to obtain any approval, consent or waiver of, or to make any filing with, any Person that has not been obtained or made; and (iii) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, license, authorization, order, writ, judgment, injunction or decree to which ADL Hess is a party or by which ADL Hess or its property is bound, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the assets or properties of ADLHess.