Common use of POWER AND AUTHORITY; CONSENTS Clause in Contracts

POWER AND AUTHORITY; CONSENTS. Xxxxxxx Xxxxxxx is duly organized and validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity (other than any filings or consents contemplated by the Merger Agreement or any filings or consents that, if not obtained, made or given, individually or in the aggregate, would not reasonable be expected to (x) impair in any material respect the ability of Xxxxxxx Xxxxxxx to perform its obligations under this Agreement or (y) prevent or materially impede or delay the consummation of any transaction contemplated by this Agreement) is necessary on the part of Xxxxxxx Xxxxxxx for the execution, delivery and performance of this Agreement by Xxxxxxx Xxxxxxx or the consummation by Xxxxxxx Xxxxxxx of the transactions contemplated hereby.

POWER AND AUTHORITY; CONSENTS. Xxxxxxx Hxxxxxx Xxxxxxx is duly organized and validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to enter into and perform its obligations under this Agreement. No filing with, and no permit, authorization, consent or approval of, any Governmental Entity (other than any filings or consents contemplated by the Merger Agreement or any filings or consents that, if not obtained, made or given, individually or in the aggregate, would not reasonable be expected to (x) impair in any material respect the ability of Xxxxxxx Hxxxxxx Xxxxxxx to perform its obligations under this Agreement or (y) prevent or materially impede or delay the consummation of any transaction contemplated by this Agreement) is necessary on the part of Xxxxxxx Hxxxxxx Xxxxxxx for the execution, delivery and performance of this Agreement by Xxxxxxx Hxxxxxx Xxxxxxx or the consummation by Xxxxxxx Hxxxxxx Xxxxxxx of the transactions contemplated hereby.