Common use of Authorization and Effect Clause in Contracts

Authorization and Effect. This Agreement and the performance of the actions provided for herein have been duly and validly authorized by all necessary corporate action on the part of TGI, TICNY and TNIC, including approval by a majority of a committee consisting entirely of independent directors. This Agreement has been executed and delivered by duly authorized and acting officers of TGI, TNIC and TICNY, and assuming the due authorization, execution and delivery of this Agreement by CPH, constitutes a legal, valid and binding obligation of TGI, TICNY, and TNIC, enforceable in accordance with its terms subject to (i) laws relating to bankruptcy, fraudulent conveyances, reorganization, liquidation, moratorium and other similar laws affecting creditor’s rights generally, (ii) general principles of equity (regardless whether enforceability is considered in a proceeding in equity or at law), (iii) standards of commercial reasonableness and good faith, (iv) public policy and (v) concepts of comity. Other than for the regulatory actions, approvals and consents referred to in Section 6.8 hereof, no authorization or approval from any party, governmental agency, public or quasi-public body or authority of the United States, any state thereof, is necessary for the due execution and delivery by TGI, TICNY and TNIC of this Agreement, or for the validity or enforceability of all the provisions of this Agreement against TGI, TICNY and TNIC or for the transfer of the business contemplated by this Agreement to CPH, or any other action on the part of the, TGI, TICNY and TNIC or any affiliate of Tower, contemplated by this agreement.