Common use of Authority to Execute and Perform Agreements Clause in Contracts

Authority to Execute and Perform Agreements. (A) FI has full corporate power and authority required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FI's obligations hereunder and thereunder. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes the valid and binding obligation of FI, enforceable against FI in accordance with its terms. (E) The execution and delivery of this Agreement and any agreement contemplated hereby, the consummation of the transactions contemplated hereby and thereby, and the performance by FI of this Agreement in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of the Articles of Incorporation or Bylaws of FI; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give any party the right to terminate or accelerate the performance of the obligations of FI with respect to the terms, provisions or conditions of any indenture, agreement or other instrument to which FI is a party or by which FI or any of its properties or assets are bound.

Authority to Execute and Perform Agreements. (A) FI The Seller has the full corporate legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FIthe Seller's respective obligations hereunder and thereunderhereunder. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes is the valid and binding obligation of FI, the Seller enforceable against FI in accordance with its terms, except as may be limited by bankruptcy, moratorium, reorganization, insolvency or other similar laws now or hereafter in effect generally affecting the enforcement of creditors’ rights. No approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and (Eexcept as otherwise specified in this Agreement or any Schedule hereto) The no approval or consent of any other person is required in connection with the execution and delivery by the respective Seller of this Agreement and any agreement the consummation and performance by the Seller of the transactions contemplated herebyherein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, and the performance by FI of this Agreement in accordance with its terms and conditions will not 1) violate, conflict with or otherwise result in the breach or violation of any of the terms or and conditions of the Articles of Incorporation or Bylaws of FI; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, or constitute (or with or without due notice or lapse of time or bothboth would constitute) a default underunder (1) the Articles of Incorporation, operating agreement or give any party the right to terminate or accelerate the performance bylaws of the obligations of FI with respect to the termsSeller; (2) any material instrument, provisions or conditions of any indenture, agreement contract or other instrument agreement to which FI the Seller is a party or by or to which FI it or any of its or their material assets or properties is bound or subject; or (3) any statute or any regulation, order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against or binding upon or applicable to the Seller or upon the securities, properties or assets are boundbusiness of the Seller.

Authority to Execute and Perform Agreements. (A) FI Each of the Seller and the Principals has the full corporate legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and any each other agreement document contemplated hereby to which it is or will be a party (the "Transaction Documents") and to perform fully FI's its and their obligations hereunder and thereunder. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes the valid and binding obligation of FI, each of the Seller and the Principals and is enforceable against FI in accordance with its terms. No approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body, and no approval or consent of any other person (Eexcept as otherwise specified in this Agreement or any Schedule hereto, which approvals and comments have been obtained and are in full force and effect) is required in connection with the execution and delivery by each of the Seller and the Principals of this Agreement and the consummation and performance by it of the transactions contemplated hereby. The execution and delivery of this Agreement and any agreement contemplated herebythe Transaction Documents, the consummation of the transactions contemplated hereby and thereby, and the performance by FI each of the Seller and the Principals of each of this Agreement and the Transaction Documents in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under, (i) the Articles Certificate of Incorporation or Bylaws By-laws of FI; 2the Seller, (ii) violate any statuteinstrument, contract or other agreement to which the Seller or a Principal is a party or by or to which it or its assets or properties are bound or subject, (iii) any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI agency or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default underbody, or give (iv) any party the right to terminate or accelerate the performance of the obligations of FI with respect to the terms, provisions or conditions of any indenture, agreement or other instrument to which FI is a party or by which FI or any of its properties or assets are boundPermit.

Authority to Execute and Perform Agreements. (A) FI Each of the Seller and the Principals has full corporate legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FI's their respective obligations hereunder hereunder, including, without limitation, the sale and thereundertransfer of Purchased Assets to the Buyer. (B) The execution and delivery by FI of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI and constitutes the valid and binding obligation of FIeach of the Seller and the Principals, enforceable against FI each of them in accordance with its terms. (E) No approval or consent of any foreign, federal, state, county, local or other governmental or regulatory body is required in connection with the execution and delivery by the Seller and the Principals of this Agreement and the consummation and performance by the Seller and the Principals of the transactions contemplated hereby. The execution and delivery of this Agreement and any agreement contemplated herebyAgreement, the consummation of the transactions contemplated hereby and therebyunder this Agreement, and the performance by FI the Seller and the Principals of this Agreement in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of, or constitute (or with notice or lapse of time or both would constitute) a default under, (i) the Articles Certificate of Incorporation or Bylaws By-Laws of FIthe Seller; 2(ii) violate any statuteinstrument, contract or other agreement by or to which the Seller or the Principals is a party or by or to which it or he, or its or his, as the case may be, assets or properties are bound or subject; (iii) any statute or any regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI or any of its properties or assetsbody; or 3(iv) require notice to or any Permit (as defined in Section 4.9 below). The execution and delivery of this Agreement by each of the consent of any party to or result in a violation or breach ofSeller and the Principals does not, constitute (with or without due notice or lapse of time or both) a default under, or give any party the right to terminate or accelerate and the performance of this Agreement by the obligations Seller and the Principals will not, require any consent, approval, authorization or permit of FI with respect or filing with, or notification to the terms, provisions any person or conditions of any indenture, agreement or entity other instrument to than those consents which FI is a party or by which FI or any of its properties or assets are boundindicated on Schedule (xii) attached hereto.

Authority to Execute and Perform Agreements. (A) FI HNEF has full corporate power and authority required to enter into, execute and deliver this Agreement and any other agreement contemplated hereby and to perform fully FIHNEF's obligations hereunder and thereunder. (B) The execution and delivery by FI HNEF of this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and, if necessary, stockholder action. (C) No other corporate proceedings on the part of FI HNEF are necessary to authorize this Agreement and any other agreement contemplated hereby or to consummate the transactions contemplated hereby and thereby. (D) This Agreement has been duly executed and delivered by FI HNEF and constitutes the valid and binding obligation of FIHNEF, enforceable against FI HNEF in accordance with its terms. (E) The execution and delivery of this Agreement and any agreement contemplated hereby, the consummation of the transactions contemplated hereby and thereby, and the performance by FI HNEF of this Agreement in accordance with its terms and conditions will not 1) conflict with or result in the breach or violation of any of the terms or conditions of the Articles of Incorporation or Bylaws of FIHNEF; 2) violate any statute, regulation, order, judgment or decree of any court or governmental or regulatory body applicable to FI HNEF or any of its properties or assets; or 3) require notice to or the consent of any party to or result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give any party the right to terminate or accelerate the performance of the obligations of FI HNEF with respect to the terms, provisions or conditions of any indenture, agreement or other instrument to which FI HNEF is a party or by which FI HNEF or any of its properties or assets are bound.