Common use of Capacity; Authorization Clause in Contracts

Capacity; Authorization. Purchaser and Rockwood have full corporate power and authority to execute, deliver and perform this Agreement, the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and to consummate the transactions contemplated hereby and thereby to be consummated by Seller or Rockwood, as the case may be. The execution, delivery and performance by Purchaser and Rockwood of this Agreement and the Ancillary Agreements to which Purchaser or Rockwood, as the case may be, is a party and the consummation of the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of Purchaser and Rockwood, as the case may be, and do not and will not (i) contravene or violate the certificate of incorporation or by-laws of Purchaser or Rockwood; (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, agreement, mortgage, lien, lease, order, arbitration award, judgment or decree or other commitment to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is a party or by which Purchaser, Rockwood, any Affiliate of Purchaser or Rockwood or any of their Assets is bound or result in the acceleration of the due date of any liability or obligation of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood; (iii) require Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood to obtain, secure or make any Approval or Consent; or (iv) conflict with, or result in a breach of, any Legal Requirement to which Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is subject. No Consent or other action by the shareholders or other security holders of Purchaser, Rockwood or any Affiliate of Purchaser or Rockwood is required in connection with the execution, delivery and performance by Purchaser or Rockwood of this Agreement or the Ancillary Agreements to which Purchaser or Rockwood is a party which has not been irrevocably and unconditionally obtained. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party have been duly executed and delivered by Purchaser or Rockwood, as the case may be. This Agreement and the Ancillary Agreements to which Purchaser or Rockwood is a party constitute the legal, valid and binding obligation of Purchaser or Rockwood, as the case may be, enforceable against Purchaser or Rockwood, as the case may be, in accordance with their respective terms except as such enforceability may be limited by applicable laws relating to bankruptcy, insolvency, reorganization 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. Purchaser and Rockwood have Hearst has full corporate power and authority to execute, deliver and perform this Agreement, Agreement and the Ancillary Agreements Documents to which Purchaser or Rockwood, as the case may be, is a party be executed and delivered by Hearst and to consummate the transactions contemplated hereby and thereby to be consummated by Seller or RockwoodHearst. The Hearst Subsidiary has full corporate power and authority to execute, as deliver and perform the case may beAncillary Documents to be executed and delivered by the Hearst Subsidiary and to consummate the transactions contemplated thereby to be consummated by the Hearst Subsidiary. The execution, delivery and performance by Purchaser and Rockwood Hearst of this Agreement and the execution, delivery and performance by Hearst and the Hearst Subsidiary of the Ancillary Agreements Documents to which Purchaser or Rockwood, as be executed and delivered by Hearst and the case may be, is a party Hearst Subsidiary and the consummation by Hearst and the Hearst Subsidiary of the transactions contemplated hereby and thereby have been authorized by all necessary action on the part of Purchaser Hearst and Rockwood, as the case may be, Hearst Subsidiary and do not and will not (i) contravene or violate the certificate of incorporation or by-laws (or other equivalent organizational document) of Purchaser or RockwoodHearst and the Hearst Subsidiary; (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 undera Consent in respect of, any contract, agreement, mortgage, lienLien, lease, Approval, order, arbitration award, judgment or decree or other commitment to which PurchaserHearst, Rockwood the Hearst Subsidiary or any Affiliate of Purchaser or Rockwood their respective Affiliates is a party or by which PurchaserHearst, Rockwood, the Hearst Subsidiary or any Affiliate of Purchaser or Rockwood their respective Affiliates or any of their Assets is bound (other than, in the event the Hearst/McClatchy Acquisition is consummated at the McClatchy Closing pursuant to Section 1.1, any contract, agreement, Lien, lease, Approval, order, arbitration award, judgment or decree or other commitment of the Other Business to which the Hearst Subsidiary or any of its Affiliates (including any of the Acquired Companies) is a party or by which the Hearst Subsidiary or any of its Affiliates (including any of the Acquired Companies) or any of their Assets is bound following consummation of the Hearst/McClatchy Acquisition) or result in the acceleration of the due date of any liability or obligation of PurchaserHearst, Rockwood the Hearst Subsidiary or any Affiliate of Purchaser or Rockwoodits Affiliates; (iii) require PurchaserHearst, Rockwood the Hearst Subsidiary or any Affiliate of Purchaser or Rockwood their respective Affiliates to obtain, secure or make any Approval or Consentother than compliance with and filings under the HSR Act; or (iv) conflict with, or result in a breach of, any Legal Requirement to which PurchaserHearst, Rockwood the Hearst Subsidiary or any Affiliate of Purchaser or Rockwood their respective Affiliates is subject. No Consent or other action by the shareholders or other security or equity holders of Purchaser, Rockwood Hearst or any Affiliate of Purchaser or Rockwood the Hearst Subsidiary is required in connection with the execution, delivery and performance by Purchaser or Rockwood Hearst of this Agreement or and the execution, delivery and performance by Hearst and the Hearst Subsidiary of the Ancillary Agreements Documents to which Purchaser or Rockwood is a party which be executed and delivered by Hearst and the Hearst Subsidiary that has not heretofore been irrevocably and unconditionally obtained. This Agreement has been duly executed and delivered by Hearst, and the Ancillary Agreements Documents to which Purchaser or Rockwood is a party be executed and delivered by Hearst and the Hearst Subsidiary at the Equity Closing and/or the MNG/Hearst Acquisition Closing, as the case may be, shall, as of the Equity Closing and/or the MNG/Hearst Acquisition Closing, as the case may be, have been duly executed and delivered by Purchaser or RockwoodHearst and the Hearst Subsidiary, as the case may beapplicable. This Agreement constitutes, and as of the Equity Closing, the Ancillary Agreements Documents to which Purchaser or Rockwood is a party constitute be executed and delivered by Hearst will constitute, the legal, valid and binding obligation of Purchaser or Rockwood, as the case may beHearst, enforceable against Purchaser or Rockwood, as the case may be, Hearst in accordance with their respective terms terms, except as such enforceability may be limited by applicable laws Legal Requirements relating to bankruptcy, insolvency, reorganization 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). As of the MNG/Hearst Acquisition Closing, the Ancillary Documents to be executed and delivered by the Hearst Subsidiary will constitute, the legal, valid and binding obligation of the Hearst Subsidiary, enforceable against the Hearst Subsidiary in accordance with 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).