Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. Parent and Sub have the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub (including approval of this Agreement by the sole shareholder of Sub) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Sub, as applicable, and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms. The execution and delivery by Parent and Sub of this Agreement and the consummation of the transactions contemplated by this Agreement and compliance by Parent and Sub with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Parent or Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the certificate of incorporation or by-laws of Parent or the articles of incorporation or by-laws of Sub, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent or Sub is a party or any of their respective properties or assets is subject or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement or the compliance by Parent or Sub with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act or similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authorization; Noncontravention. Parent and Sub have Guarantor has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreementhereby. The execution execution, delivery and delivery performance of this Agreement by Parent and SubGuarantor, the consummation by Parent and Sub it of the transactions contemplated by this Agreement hereby and the compliance performance by Parent and Sub with the provisions it of this Agreement its obligations hereunder have been duly authorized and approved by all necessary the board of directors of Parent Guarantor. No other corporate action on the part of Parent Guarantor is necessary to authorize the execution, delivery and Sub (including approval performance of this Agreement by Parent Guarantor and the sole shareholder consummation of Sub) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby. This Agreement has been duly executed and delivered by Parent and Sub, as applicable, Guarantor and, assuming the due authorization, execution that this Agreement constitutes a valid and delivery by binding obligation of the Company, constitutes a valid and binding obligation of Parent and Sub, as applicableGuarantor, enforceable against Parent and Sub, as applicable, Guarantor in accordance with its terms, except that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The execution and delivery by Parent and Sub of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance by Parent and Sub will not, (a) conflict with any of the provisions of the certificate or articles of incorporation or by-laws (or other comparable documents) of Parent Guarantor, as amended to the date of this Agreement do not and will not Agreement, (b) conflict with, or result in any violation or a breach of, of or default under (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, of termination, cancelation cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Parent or Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements Guarantor under, any provision of (i) the certificate of incorporation or by-laws of Parent or the articles of incorporation or by-laws of Sub, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license Contract to which Parent or Sub Guarantor is a party or any of their respective properties or assets is subject or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to by which Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement or the compliance by Parent or Sub with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act or similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company Guarantor or any of its subsidiaries assets is qualified to do business and bound or subject, or (4c) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained contravene any Law or made individually or any Order currently in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreementeffect.

Authorization; Noncontravention. Parent The execution, delivery and Sub have the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by performance of this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub all of the transactions other agreements and instruments contemplated by this Agreement and hereby to which the compliance by Parent and Sub with the provisions of this Agreement Company is a party have been duly authorized by all necessary the Company, and no other corporate action act or other proceeding on the part of Parent and Sub (including approval the Company, its board of directors or shareholders is necessary to authorize the execution, delivery or performance of this Agreement by or the sole shareholder other agreements contemplated hereby and the consummation of Sub) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby or thereby. This Agreement has been duly executed and delivered by Parent the Company and Sub, as applicable, and, assuming the due authorization, execution and delivery by the Company, constitutes a valid and binding obligation of Parent and Sub, as applicablethe Company, enforceable against Parent and Sub, as applicable, in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall constitute a valid and binding obligation of the Company, enforceable against it in accordance with their terms. The Except as set forth on Schedule 5.2, the execution and delivery by Parent and Sub the Company of this Agreement the Transactions Documents and the consummation fulfillment of the transactions contemplated by this Agreement and compliance by Parent and Sub with the provisions of this Agreement respective terms hereof and thereof by the Company do not and will shall not (a) conflict with, with or result in any violation a breach of the terms, conditions or breach provisions of, or (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties Company’s capital stock or assets of Parent pursuant to, (d) give any third party the right to modify, terminate or Sub accelerate any obligation under, or give rise to any increased(e) result in a violation of, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the certificate of incorporation or by-laws of Parent or the articles of incorporation or by-laws of Sub, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent or Sub is a party or any of their respective properties or assets is subject or (iiif) subject to obtaining or making the consentsrequire any authorization, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order exemption or authorization ofother action of or by or notice or declaration to, or registration, declaration or filing with, any Governmental Entity is required by third party or any court or administrative or governmental body or agency (other than with respect to Parent applicable exemptions under applicable securities laws) pursuant to the Company’s or Sub in connection with the execution and delivery any of this Agreement by Parent and Subits Subsidiaries’ articles of incorporation, the consummation by Parent and Sub of the transactions contemplated by this Agreement bylaws or the compliance by Parent other similar constituent documents, or Sub with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act or similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated herebystatute, (3) the delivery rule or regulation to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries Subsidiaries is qualified subject, or any agreement, instrument, license, permit, order, judgment or decree to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings which the failure of which to be obtained Company or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of its Subsidiaries is subject. Without limiting the transactions contemplated generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and the Company and its Subsidiaries have terminated all discussions with other Persons (other than with the Purchaser and its Affiliates) regarding any Company Transaction.

Authorization; Noncontravention. Parent and Sub have the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement and the compliance by Parent and Sub with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Parent and Sub (including approval of this Agreement by the sole shareholder of Sub) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Parent and Sub, as applicable, and, assuming the due authorization, execution and delivery by the CompanyShareholder, constitutes a valid and binding obligation of Parent and Sub, as applicable, enforceable against Parent and Sub, as applicable, in accordance with its terms. The execution and delivery by Parent and Sub of this Agreement and the consummation of the transactions contemplated by this Agreement and compliance by Parent and Sub with the provisions of this Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties or assets of Parent or Sub under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the certificate of incorporation or by-laws of Parent or the articles of incorporation or by-laws of Sub, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent or Sub is a party or any of their respective properties or assets is subject or (iii) subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement or the compliance by Parent or Sub with the provisions of this Agreement, except for (1) the filing of a premerger notification and report form under the HSR Act or and similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, hereby and (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the Company or any of its subsidiaries is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would could not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement.

Authorization; Noncontravention. Parent The execution, delivery and Sub have the requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated by performance of this Agreement and to comply with the provisions of this Agreement. The execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub all of the transactions other agreements and instruments contemplated by this Agreement and hereby to which the compliance by Parent and Sub with the provisions of this Agreement Companies are a party have been duly authorized by all necessary each of the Companies, and no other corporate action act or other proceeding on the part of Parent and Sub (including approval the Companies or the boards of directors of the Companies is necessary to authorize the execution, delivery or performance of this Agreement by or the sole shareholder other agreements contemplated hereby and the consummation of Sub) and no other corporate proceedings on the part of Parent or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreementhereby or thereby. This Agreement has been duly executed and delivered by Parent each of the Companies and Sub, as applicable, and, assuming the due authorization, execution Sellers and delivery by the Company, constitutes a valid and binding obligation of Parent each of the Companies and Sub, as applicableSellers, enforceable against Parent each in accordance with its terms, and Subeach of the other agreements and instruments contemplated hereby to which the Companies or any Seller is a party, when executed and delivered by the Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. The Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR Act, the execution and delivery by Parent the Companies and Sub Sellers of this Agreement and the consummation all of the transactions other agreements and instruments contemplated by this Agreement hereby to which the Companies or any Seller(s) is a party and the fulfillment of and compliance by Parent and Sub with the provisions of this Agreement respective terms hereof and thereof by the Companies and Sellers do not and will not (a) conflict with, with or result in any violation a breach of the terms, conditions or breach provisions of, or (b) constitute a default under (whether with or without notice or lapse the passage of time, the giving of notice or both), (c) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien in or upon any of the properties Companies' capital stock or assets of Parent pursuant to, (d) give any third party the right to modify, terminate or Sub accelerate any obligation under, or give rise to any increased(e) result in a violation of, additional, accelerated or guaranteed rights or entitlements under, any provision of (i) the certificate of incorporation or by-laws of Parent or the articles of incorporation or by-laws of Sub, (ii) any loan or credit agreement, bond, debenture, note, mortgage, indenture, lease or other contract, commitment, agreement, instrument, arrangement, understanding, obligation, undertaking, permit, concession, franchise or license to which Parent or Sub is a party or any of their respective properties or assets is subject or (iiif) subject to obtaining or making the consentsrequire any authorization, approvals, orders, authorizations, registrations, declarations and filings referred to in the following sentence, any (A) statute, law, ordinance, rule or regulation or (B) judgment, order or decree, in each case, applicable to Parent or Sub or any of their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this Agreement. No consent, approval, order exemption or authorization ofother action of or by or notice or declaration to, or registration, declaration or filing with, any Governmental Entity third party or any court or administrative or governmental body or agency pursuant to, the Companies' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which any of the Companies or any Seller is required subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. None of the Companies or any Seller is a party to or bound by any written or oral agreement or understanding with respect to Parent or Sub in connection with the execution and delivery of this Agreement by Parent and Sub, the consummation by Parent and Sub of the transactions contemplated by this Agreement or the compliance by Parent or Sub with the provisions of a Company Transaction other than this Agreement, except for and each such Person has terminated all discussions with third parties (1other than with Buyer and its Affiliates) the filing of a premerger notification and report form under the HSR Act or similar filings under any other applicable competition, merger control, antitrust or similar law, (2) the filing with the SEC of such reports under the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby, (3) the delivery to the Secretary of State of the State of Mississippi for filing in accordance with Section 79-4-11.06(b) of the MBCA of the Articles of Merger and the filing of appropriate documents with the relevant authorities of other states in which the regarding Company or any of its subsidiaries is qualified to do business and (4) such other consents, approvals, orders, authorizations, registrations, declarations and filings the failure of which to be obtained or made individually or in the aggregate would not reasonably be expected to impair in any material respect the ability of each of Parent and Sub to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated by this AgreementTransactions.