Common use of Authority; Noncontravention; Consents Clause in Contracts

Authority; Noncontravention; Consents. (a) Subject to obtaining the approval of the Board of Directors of the Purchaser, Purchaser has the requisite corporate power and authority (i) to enter into this Agreement and all documents contemplated hereunder to be entered into by Purchaser, (ii) to perform its obligations hereunder and thereunder, and (iii) to consummate the Transfer and the other transactions contemplated hereunder and thereunder. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser and the consummation by it of the transactions contemplated hereunder and thereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Purchaser or its stockholders is necessary to authorize any of the foregoing, except for obtaining the approval of the Purchaser's board of directors. Subject to obtaining the approval of the Board of Directors of the Purchaser, this Agreement has been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, duly executed and delivered by Purchaser and constitute the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights, general principles of equity or articles of incorporation or by laws.

Authority; Noncontravention; Consents. (a) Subject to obtaining the approval of the Board of Directors of the Purchaser, Purchaser ICH has the requisite corporate power and authority (i) to enter into this Agreement and, subject to approval of this Agreement by the votes of the holders of shares of ICH Common Stock and, if not previously converted, ICH Series B Preferred Stock required to approve this Agreement and all documents the transactions contemplated hereunder to be entered into by Purchaserhereby (the "ICH Stockholder Approval" and, (ii) to perform its obligations hereunder and thereundertogether with the ACT Shareholder Approval, and (iii) the "Shareholder Approvals"), to consummate the Transfer and the other transactions contemplated hereunder and thereunderhereby to which ICH is a party. The execution and delivery by Purchaser of this Agreement and all documents contemplated hereunder to be entered into by Purchaser ICH and the consummation by it ICH of the transactions contemplated hereunder and thereunder hereby to which ICH is a party have been duly authorized by all necessary corporate action, and no other corporate proceedings action on the part of Purchaser or its stockholders is necessary ICH, subject to authorize any of the foregoing, except for obtaining the approval of the Purchaser's board of directors. Subject to obtaining the approval of the Board of Directors of the Purchaser, this Agreement pursuant to the ICH Stockholder Approval. This Agreement has been, and all documents contemplated hereunder to be executed by Purchaser when executed and delivered will have been, been duly executed and delivered by Purchaser ICH and, assuming the due authorization, execution and constitute the delivery hereof by ACT, constitutes valid and binding obligation obligations of PurchaserICH, enforceable against Purchaser ICH in accordance with its terms, except as that such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws relating to the enforcement of or affecting creditors' rights, rights generally or (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or articles of incorporation or by lawsat law).

Authority; Noncontravention; Consents. (a) Subject to obtaining the approval of the Board of Directors of the PurchaserPanther, Purchaser Panther has the requisite corporate power and authority (i) to enter into this Agreement and all documents contemplated hereunder to be entered into by PurchaserPanther, (ii) to perform its obligations hereunder and thereunder, and (iii) to consummate the Transfer and the other transactions contemplated hereunder and thereunder. The execution and delivery by Purchaser Panther of this Agreement and all documents contemplated hereunder to be entered into by Purchaser Panther and the consummation by it of the transactions contemplated hereunder and thereunder have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Purchaser Panther or its stockholders is necessary to authorize any of the foregoing, except for obtaining the approval of the PurchaserPanther's board Board of directorsDirectors. Subject to obtaining the approval of the Board of Directors of the PurchaserPanther, this Agreement has been, and all documents contemplated hereunder to be executed by Purchaser Panther when executed and delivered will have been, duly executed and delivered by Purchaser Panther and constitute the valid and binding obligation of PurchaserPanther, enforceable against Purchaser Panther in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to the enforcement of creditors' rights, general principles of equity or articles of incorporation or by laws.