Common use of Power and Authority; Authorization; Binding Effect Clause in Contracts

Power and Authority; Authorization; Binding Effect. (a) Each of the Sellers and Rhodia has all requisite organizational power and authority under its constitutive documents and the laws of its jurisdiction of incorporation to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, as applicable. (b) The execution and delivery by each of the Sellers and Rhodia, the performance by each of the Sellers and Rhodia of its respective obligations under, and the consummation by each of the Sellers of the transactions contemplated by, this Agreement and the Ancillary Agreements have been duly authorized by all requisite organizational action of each of the Sellers and Rhodia which is a party hereto or thereto. (c) This Agreement has been duly executed and delivered by each of the Sellers and Rhodia and (assuming due authorization, execution and delivery by the Purchaser) is, and each Ancillary Agreement when executed and delivered by all parties thereto (assuming due authorization, execution and delivery by the other parties thereto) will be, the valid and binding obligation of each of the Sellers and Rhodia which is a party hereto or thereto, enforceable against each of the Sellers and Rhodia which is a party hereto or thereto in accordance with their terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Power and Authority; Authorization; Binding Effect. (a) Each of the Sellers and Rhodia has all requisite organizational power and authority under its constitutive documents and the laws of its jurisdiction of incorporation or organization to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements, as applicable. (b) The execution and delivery by each of the Sellers and RhodiaSellers, the performance by each of the Sellers and Rhodia it of its respective obligations under, and the consummation by each of the Sellers it of the transactions contemplated by, this Agreement and the Ancillary Agreements to be entered into by it have been duly authorized by all requisite organizational and stockholder action of each of the Sellers and Rhodia which is a party hereto or theretoSellers. (c) This Agreement has been duly executed and delivered by each of the Sellers and Rhodia and (assuming due authorization, execution and delivery by the Purchaser) is, and each Ancillary Agreement to be entered into by such one of Sellers, when executed and delivered by all parties thereto (assuming due authorization, execution and delivery by the other parties thereto) thereto other than Sellers), will be, the valid and binding obligation of each such one of the Sellers and Rhodia which is a party hereto or theretoSellers, enforceable against each such one of the Sellers and Rhodia which is a party hereto or thereto in accordance with their terms, except insofar as enforceability may be affected or limited by bankruptcy, insolvency, reorganization, or other similar laws now or hereafter in effect relating to or affecting the rights of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).