Common use of Authority; No Conflicts Clause in Contracts

Authority; No Conflicts. Each Stockholder has the authority and has been duly authorized by all necessary action (including consultation, approval or other action by or with any other person), to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby. Such actions by such Stockholder require no action by, or in respect of, or filing with, any Governmental Authority with respect to such Stockholder other than any required filings under Section 13 of the Exchange Act. None of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be bound, or (B) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or any of such Stockholder's properties or assets.

Authority; No Conflicts. Each Stockholder has the necessary legal capacity, power and authority to execute and has been duly authorized by all necessary action (including consultation, approval or other action by or with any other person)deliver this Agreement, to execute, deliver perform its obligations hereunder and perform this Agreement and to consummate the transactions contemplated hereby. Such actions This Agreement has been duly authorized, executed and delivered by such Stockholder require and on behalf of each Stockholder, and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Stockholders, enforceable in accordance with its terms. Except for the filings required under the HSR Act or the Exchange Act, (i) no action by, or in respect of, or filing with, and no permit, authorization, consent or approval of, any Governmental Authority with respect to such Entity or any other person is necessary for the execution and delivery of this Agreement by and on behalf of any Stockholder other than and the consummation by any required filings under Section 13 Stockholder of the Exchange Act. None transactions contemplated hereby, and (ii) none of the execution and delivery of this Agreement by such and on behalf of any Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or and compliance with the terms hereof by such any Stockholder with any of the provisions hereof shall (A) will conflict with with, or result in any breach of violation of, or constitute default (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the termsprovision of, conditions any trust agreement, loan or provisions of any credit agreement, note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement lease or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties or assets may be boundagreement, or (B) violate any orderinstrument, writpermit, injunctionconcession, decreefranchise, license, judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to such any Stockholder or to any of such Stockholder's properties property or assets.

Authority; No Conflicts. Each The Stockholder has the authority and has been duly authorized by all necessary action (including consultation, approval or other action by or with any other person), to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby. Such actions by such the Stockholder require no action by, or in respect of, or filing with, any Governmental Authority with respect to such the Stockholder other than any required filings under Section 13 of the Exchange Act. None of the execution and delivery of this Agreement by such the Stockholder, the consummation by such the Stockholder of the transactions contemplated hereby or compliance by such the Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such the Stockholder is a party or by which such the Stockholder or any of such the Stockholder's properties or assets may be bound, or (B) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such the Stockholder or any of such the Stockholder's properties or assets.

Authority; No Conflicts. Each Such Stockholder has the authority and has been duly authorized by all necessary action (including consultation, approval or other action by or with any other personPerson), to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby. Such actions Except for filings and approvals under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Acts of 1976, as amended (the “HSR Act”) or other applicable antitrust laws, no filing with, or permit, authorization, consent or approval of any, Governmental Entity is necessary for the execution of this Agreement by such Stockholder require no action by, or in respect of, or filing with, any Governmental Authority with respect to and the consummation by such Stockholder other than any required filings under Section 13 of the Exchange Act. None transactions contemplated hereby and none of the execution and delivery of this Agreement by such Stockholder, Stockholder or the consummation performance by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall its obligations under this Agreement will (A) conflict with or result in any breach of any applicable organization documents of such Stockholder, (B) conflict with or result in any breach of or constitute (with or without notice or lapse of time or both) a default (or give rise to any third third-party right of termination, cancellation, material modification or acceleration) under any of the material terms, conditions or provisions of any material note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's ’s properties or assets may be bound, or (BC) materially violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or any of such Stockholder's ’s properties or assets.

Authority; No Conflicts. Each Such Stockholder has the all requisite power, authority and has been duly authorized by all necessary action (including consultation, approval or other action by or with any other person), capacity to execute, deliver and perform enter into this Agreement and to consummate the transactions contemplated hereby. Such actions This Agreement constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms. (i) No filing with any governmental authority, and no authorization, consent or approval of any other Person is necessary for the execution of this Agreement by such Stockholder require no action by, or in respect of, or filing with, any Governmental Authority with respect to and the consummation by such Stockholder other than any required filings under Section 13 of the Exchange Act. None transactions contemplated hereby and (ii) none of the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or result in any breach of or constitute the organizational documents of any such Stockholder, (with or without notice or lapse of time or bothB) a default (result in, or give rise to any third party right to, a violation or breach of termination, cancellation, material modification or acceleration) a default under any of the terms, conditions or provisions terms of any note, bond, mortgage, indenture, license, material contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which such Stockholder is a party or by which such Stockholder or any of such Stockholder's properties its Subject Shares or assets may be bound, or (BC) violate any order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to such Stockholder or Stockholder, except for any of the foregoing as could not reasonably be expected to impair such Stockholder's properties or assets’s ability to perform its obligations under this Agreement.