Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 Each Company and each Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement (the "Ancillary Documents"). The execution, delivery and performance of this Agreement and the Ancillary Documents have been duly and validly approved and authorized by each Company's shareholders and Board of Directors and all necessary actions under applicable law. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company and each Shareholder to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Documents, except for such qualifications and filings as may be required to comply with applicable securities laws of such jurisdictions as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Documents are, or when executed by the Signing Companies and the Shareholders will be, valid and binding obligations of the Signing Companies and the Shareholders enforceable against the Signing Companies and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 Each Company Trustee and Principals each Shareholder has have the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which each Company and each Shareholder Trustee or Principals is or will be a party that are required to be executed pursuant to this Agreement (the ( "Ancillary DocumentsAgreements"). The execution, delivery and performance of this Agreement and the Ancillary Documents Agreements have been duly and validly approved and authorized by each Company's Trustee and Unitholder, as appropriate. No vote of the shareholders of the either Trustee and Board Unitholder is required by its constitution or applicable law with respect to the due authorization and approval of Directors and all necessary actions under applicable lawthis Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company Trustee and each Shareholder Principals to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Documents, except for such qualifications and filings as may be required to comply with applicable securities laws of such jurisdictions as may be required in connection with the transactions contemplated by this AgreementAgreements. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Documents Agreements are, or when executed by the Signing Companies Trustee and the Shareholders Principals will be, valid and binding obligations of the Signing Companies Trustee and the Shareholders each Principal enforceable against the Signing Companies Trustee and the Shareholders each Principal in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy or insolvency and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 Each Company 3.3.1 Such Stockholder and each Shareholder has Target have the right, power, legal capacity and authority to enter into and perform its their obligations under this Agreement, Agreement and all agreements and documents to which each Company and each Shareholder is the Stockholders or Target are or will be a party that are required to be executed pursuant to this Agreement (the "Target Ancillary DocumentsAgreements"). The This Agreement and the Target Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, as applicable to Target, have been duly and validly approved and authorized by all necessary corporate and shareholder action on the part of Target. To the extent that such Stockholder is not an individual, the execution, delivery and performance of this Agreement and the Target Ancillary Documents Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by each Company's shareholders and Board of Directors and all necessary actions under applicable lawcorporate action on the part of such Stockholder. 2.2.2 3.3.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable each Company and each Shareholder such Stockholder or Target to enter into, and to perform their respective its obligations under, this Agreement and the Target Ancillary DocumentsAgreements, except for such qualifications and filings as may be required to comply with applicable securities laws the clearance of such jurisdictions as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings willAustrian Cartel Court, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable lawif required. 2.2.3 3.3.3 This Agreement and the Target Ancillary Documents Agreements are, or when executed by the Signing Companies and the Shareholders Stockholders will be, valid and binding obligations of the Signing Companies Stockholders and the Shareholders Target, as applicable, enforceable against the Signing Companies and the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.