Common use of Capacity; Authorization Clause in Contracts

Capacity; Authorization. Conergy has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is or will be a party. The execution, delivery and performance by Conergy of this Agreement and the Ancillary Agreements to which it is or will be a party, and the consummation by Conergy of the transactions contemplated hereby and thereby, have been authorized by all necessary action on the part of Conergy, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or comparable governing instruments) of Conergy, (ii) require Conergy or any of its Affiliates to obtain, secure or make any Approval (including Approval of Conergy's shareholders or debt holders), or (iii) conflict with, or result in a breach of, any Legal Requirement to which Conergy or any of its Affiliates is subject. No Consent or other action by the stockholders of Conergy or any of its Affiliates is required in connection with the execution, delivery and performance by Conergy of this Agreement or the Ancillary Agreements to which it is or will be a party that has not heretofore been irrevocably obtained. This Agreement has been executed and delivered by Conergy. This Agreement constitutes the legal, valid and binding obligation of Conergy, enforceable against Conergy in accordance with its terms, except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Capacity; Authorization. Conergy (a) Purchaser has full corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements to which it Purchaser is or will a party and to consummate the transactions contemplated hereby and thereby to be a partyconsummated by Purchaser. The execution, delivery and performance by Conergy Purchaser of this Agreement and the Ancillary Agreements to which it Purchaser is or will be a party, party and the consummation by Conergy of the transactions contemplated hereby and therebythereby to be consummated by Purchaser, have been duly authorized and approved by all necessary action the board of directors of Purchaser and no other corporate proceedings on the part of Conergy, and do not and will not (i) contravene Purchaser or violate the certificate of incorporation or by-laws (or comparable governing instruments) of Conergy, (ii) require Conergy or any of its Affiliates to obtain, secure or make any Approval (including Approval of Conergy's shareholders or debt holders), or (iii) conflict with, or result in a breach of, any Legal Requirement other equity holders of Purchaser are necessary to which Conergy or any of its Affiliates is subject. No Consent or other action by the stockholders of Conergy or any of its Affiliates is required in connection with the execution, delivery authorize and performance by Conergy of approve this Agreement or the Ancillary Agreements to which it Purchaser is or will be a party that has not heretofore been irrevocably obtainedand the transactions contemplated hereby and thereby to be consummated by Purchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party has been duly executed and delivered by ConergyPurchaser. This Agreement and each Ancillary Agreement to which Purchaser is a party constitutes the legal, valid and binding obligation of Conergy, Purchaser enforceable against Conergy Purchaser in accordance with its terms, their respective terms except as such enforceability may be limited by applicable Legal Requirements relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements relating to or affecting creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Agreements to which Purchaser is a party and the consummation of the transactions contemplated hereby and thereby to be consummated by Purchaser, do not and will not: (i) contravene or violate the articles of incorporation or by-laws of Purchaser; (ii) conflict with, violate, result in a breach or termination of, result in any default under, entitle any Person (with due notice or lapse of time or both) to terminate, cancel, accelerate, modify or call a default with respect to, or require the Consent of any Person under, any Contract, Lease, mortgage, Lien, order, arbitration award, judgment or decree or other commitment to which Purchaser is a party or by which Purchaser or any of its Assets is bound, or result in the acceleration of the due date of any Liability of Purchaser; (iii) require Purchaser to obtain, secure or make any Approval or Consent, as the case may be, except for such filings as may be required under the HSR Act; or (iv) conflict with, or result in a breach of, any Legal Requirement to which Purchaser is subject.

Capacity; Authorization. Conergy has Vendor and Cenveo have full ----------------------- corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements Instruments to which it is or will be they are a partyparty and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Conergy each of Vendor and Cenveo of this Agreement and the Ancillary Agreements Instruments to which it is they are or at the Closing will be a party, party and the consummation by Conergy Vendor and Cenveo of the transactions contemplated hereby and thereby, including without limitation the issuance to Vendor of the Initial Vendor Units, and the Over-Allotment Vendor Units, if any, pursuant to the Over-Allotment Notes: (i) have been authorized by all necessary action on the part of ConergyVendor and Cenveo; and (ii) in the case of clauses (B) and (C) with such exceptions as are not reasonably likely to have, and individually or in the aggregate, a Material Adverse Effect or a material adverse effect on the ability of Vendor or Cenveo to perform their respective obligations hereunder: do not and will not (iA) contravene or violate the certificate of incorporation or by-laws (bylaws of Vendor or comparable governing instruments) of Conergy, (ii) require Conergy or any of its Affiliates to obtain, secure or make any Approval (including Approval of Conergy's shareholders or debt holders), Cenveo; or (iiiB) conflict with, or result in constitute a breach of, default under any Legal Requirement contract to which Conergy either of them is a party; or (C) violate any of its Affiliates is subject. No Consent or other action by the stockholders of Conergy or any of its Affiliates is required in connection with the execution, delivery and performance by Conergy of this Agreement or the Ancillary Agreements to which it is or will be a party that has not heretofore been irrevocably obtainedLaw. This Agreement has been and, when executed and delivered at the Closing, the Ancillary Instruments to which Vendor or Cenveo (as applicable) is a party will be, duly executed and delivered by ConergyVendor and Cenveo. This Agreement constitutes and, when executed and delivered at the Closing, the Ancillary Instruments to which Vendor or Cenveo (as applicable) is a party will constitute, the legal, valid and binding obligation of ConergyVendor and Cenveo, enforceable against Conergy them in accordance with its their respective terms, except as such enforceability may be limited by applicable Legal Requirements laws relating to bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements legal requirement relating to or affecting creditors’ ' rights generally and except as such enforceability is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).