Common use of Power, Authorization and Validity Clause in Contracts

Power, Authorization and Validity. 2.2.1 Trustee and Principals each have the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements to which Trustee or Principals is or will be a party that are required to be executed pursuant to this Agreement ( "Ancillary Agreements"). The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly and validly approved and authorized by Trustee and Unitholder, as appropriate. No vote of the shareholders of the either Trustee and Unitholder is required by its constitution or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Trustee and Principals to enter into, and to perform their respective obligations under, this Agreement and the Ancillary Agreements. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements are, or when executed by Trustee and Principals will be, valid and binding obligations of Trustee and each Principal enforceable against Trustee and each Principal in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy or insolvency and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 Trustee Each Company and Principals each have Shareholder has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement, and all agreements and documents to which Trustee or Principals each Company and each Shareholder is or will be a party that are required to be executed pursuant to this Agreement ( (the "Ancillary AgreementsDocuments"). The execution, delivery and performance of this Agreement and the Ancillary Agreements Documents have been duly and validly approved and authorized by Trustee each Company's shareholders and Unitholder, as appropriate. No vote Board of the shareholders of the either Trustee Directors and Unitholder is required by its constitution or all necessary actions under applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebylaw. 2.2.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Trustee each Company and Principals each Shareholder to enter into, and to perform their respective obligations under, this Agreement and the Ancillary AgreementsDocuments, except for such qualifications and filings as may be required to comply with applicable securities laws of such jurisdictions as may be required in connection with the transactions contemplated by this Agreement. All such qualifications and filings will, in the case of qualifications, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable law. 2.2.3 This Agreement and the Ancillary Agreements Documents are, or when executed by Trustee the Signing Companies and Principals the Shareholders will be, valid and binding obligations of Trustee the Signing Companies and each Principal the Shareholders enforceable against Trustee the Signing Companies and each Principal the Shareholders in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy or insolvency and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.

Power, Authorization and Validity. 2.2.1 Trustee 3.3.1 Such Stockholder and Principals each Target have the right, power, legal capacity and authority to enter into and perform its their obligations under this Agreement, Agreement and all agreements to which Trustee the Stockholders or Principals is Target are or will be a party that are required to be executed pursuant to this Agreement ( (the "Target Ancillary Agreements"). The This Agreement and the Target Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, as applicable to Target, have been duly and validly approved and authorized by all necessary corporate and shareholder action on the part of Target. To the extent that such Stockholder is not an individual, the execution, delivery and performance of this Agreement and the Target Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved and authorized by Trustee and Unitholder, as appropriate. No vote all necessary corporate action on the part of the shareholders of the either Trustee and Unitholder is required by its constitution or applicable law with respect to the due authorization and approval of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or therebysuch Stockholder. 2.2.2 3.3.2 No filing, authorization or approval, governmental or otherwise, is necessary to enable Trustee and Principals such Stockholder or Target to enter into, and to perform their respective its obligations under, this Agreement and the Target Ancillary Agreements. All such qualifications and filings will, in except for the case clearance of qualificationsthe Austrian Cartel Court, be effective on the Closing, and will, in the case of filings, be made within the time prescribed by applicable lawif required. 2.2.3 3.3.3 This Agreement and the Target Ancillary Agreements are, or when executed by Trustee and Principals the Stockholders will be, valid and binding obligations of Trustee the Stockholders and each Principal Target, as applicable, enforceable against Trustee and each Principal in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy or insolvency and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities.