Common use of Corporate Authority; No Violation Clause in Contracts

Corporate Authority; No Violation. (a) Burgundy has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Burgundy of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable, to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). This Agreement has been duly executed and delivered by Burgundy and, assuming the due authorization, execution and delivery by Grizzly and Merger Sub, constitutes a legal, valid and binding agreement of Burgundy, enforceable against Burgundy in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). As of the Distribution Date, each other Transaction Agreement to which Burgundy is a party will have been duly executed and delivered by Burgundy and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of Burgundy, enforceable against Burgundy in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) Burgundy CNT has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out its obligations hereunder and thereunderhereunder. The executionBoard of Directors of CNT, at a meeting duly called and held at which a quorum was present throughout, has unanimously approved this Agreement and authorized the execution and delivery and performance by Burgundy CNT of this Agreement and the consummation performance by CNT of the transactions contemplated hereby have been duly authorized by all requisite its obligations hereunder, and no other corporate action proceedings on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable, CNT are necessary to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction authorize this Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement)hereby. This Agreement has been duly and validly executed and delivered by Burgundy CNT and, assuming the due authorization, execution and delivery by Grizzly and Merger Sub, this Agreement constitutes a legal, valid and binding agreement of BurgundySPX, constitutes a valid and binding agreement of CNT, enforceable against Burgundy CNT in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). As Merger Sub has the corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the Distribution Date, each other Transaction Agreement to which Burgundy is a party will performance by Merger Sub of its obligations hereunder have been duly and validly authorized by the Board of Directors of Merger Sub and approved by CNT, its sole shareholder, and no other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Burgundy Merger Sub and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute this Agreement constitutes a legal, valid and binding agreement of BurgundySPX, constitutes a valid and binding agreement of Merger Sub, enforceable against Burgundy Merger Sub in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) Burgundy Each of PDN and Merger Sub has the requisite corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated hereby. The execution, execution and delivery and performance by Burgundy of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite (a) the boards of directors and stockholders of PDN and Merger Sub, and except for (i) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and the New York Department of State in respect of the Merger and (ii) any consents, authorizations, approvals, filings or exceptions in connections with compliance with the rules of NASDAQ with respect to the Merger and the PDN Common Stock to be issued pursuant to the terms of this Agreement, no other corporate action proceedings on the part of Burgundy, except for such further action PDN and Merger Sub are necessary to authorize this Agreement or the consummation of the Burgundy transactions contemplated hereby. The PDN Board requiredof Directors, if applicableat a meeting duly called and held, has by unanimous written consent of all of its members duly adopted resolutions (1) determining that it is in the best interests of PDN and its stockholders, and declaring it advisable, to establish the Record Date enter into this Agreement and the Distribution Dateother documents and instruments contemplated by the PDN Stockholder Approval Matters, (2) approving this Agreement and the effectiveness of PDN Stockholder Approval Matters and authorizing the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any this Agreement and the other Transaction Agreement to which it is a party or as of documents and instruments contemplated by the Effective Time will be a party PDN Stockholder Approval Matters, and the consummation of the transactions contemplated thereby have beenhereby and thereby, or will including the Merger and the PDN Stockholder Approval Matters, (3) directing that the PDN Stockholder Approval Matters be as submitted to a vote of stockholders of PDN and (4) recommending that stockholders of PDN vote in favor of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement)PDN Stockholder Approval Matters. The PDN Stockholder Approval has been obtained. This Agreement has been duly and validly executed and delivered by Burgundy PDN and Merger Sub and, assuming this Agreement constitutes the due authorization, execution and delivery by Grizzly and Merger Sub, constitutes a legal, valid and binding agreement of BurgundyNAPW, this Agreement constitutes the valid and binding agreement of PDN and Merger Sub, enforceable against Burgundy each of PDN and Merger Sub in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ the enforcement of creditors rights generally, or by and general principles governing the availability of equitable remedies). As equity (regardless of the Distribution Date, each other Transaction Agreement to which Burgundy is a party will have been duly executed and delivered by Burgundy and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of Burgundy, enforceable against Burgundy in accordance with its terms (except insofar as whether such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium is considered in a proceeding at Law or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remediesin equity).

Corporate Authority; No Violation. (a) Burgundy NAPW has the requisite corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out its obligations hereunder and thereunderconsummate the transactions contemplated hereby. The execution, execution and delivery and performance by Burgundy of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite the NAPW Board of Directors and, except for (i) the NAPW Stockholder Approval and (ii) the filing of the Certificates of Merger with the Secretary of State of the State of Delaware and the New York Department of State, no other corporate action proceedings on the part of Burgundy, except for such further action NAPW are necessary to authorize this Agreement or the consummation of the Burgundy transactions contemplated hereby. The NAPW Board requiredof Directors, if applicableat a meeting duly called and held, has by unanimous vote of all its members, duly adopted resolutions (i) determining that it is in the best interests of NAPW and its stockholders, and declared it advisable, to establish enter into this Agreement, (ii) approving this Agreement and authorizing the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction this Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have beenhereby, or will including the Merger, (iii) directing that the NAPW Stockholder Approval Matters be as submitted to a vote at a meeting of stockholders of NAPW and (iv) recommending that stockholders of NAPW vote in favor of the Effective Time, duly authorized by all requisite corporate action on NAPW Stockholder Approval Matters (the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions item set forth in clause (iv) of this sentence, the Separation Agreement“NAPW Recommendation”). This Agreement has been duly and validly executed and delivered by Burgundy NAPW and, assuming this Agreement constitutes the due authorization, execution valid and delivery by Grizzly binding agreement of PDN and Merger Sub, constitutes a legal, the valid and binding agreement of BurgundyNAPW, enforceable against Burgundy NAPW in accordance with its terms (terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ the enforcement of creditors rights generally, or by and general principles governing the availability of equitable remedies). As equity (regardless of the Distribution Date, each other Transaction Agreement to which Burgundy is a party will have been duly executed and delivered by Burgundy and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of Burgundy, enforceable against Burgundy in accordance with its terms (except insofar as whether such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium is considered in a proceeding at Law or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remediesin equity).

Corporate Authority; No Violation. (a) Burgundy Cidco has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out all its obligations hereunder and thereunderhereunder. The execution, execution and delivery and performance by Burgundy of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite the Board of Directors of Cidco and, except for the approval by Cidco's stockholders in the event of a Long Form Merger, no other corporate action proceedings on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable, Cidco are necessary to establish the Record Date authorize this Agreement and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as hereby. The Board of Directors of Cidco has determined that the Effective Time, duly authorized transactions contemplated by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date this Agreement are advisable and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement)best interest of Cidco and its stockholders and has recommended it to its stockholders. This Each of this Agreement and all agreements and documents executed in connection with the transactions contemplated herein (collectively, the "Transaction Documents") has been duly and validly executed and delivered by Burgundy andCidco and the other parties thereto, and assuming such Transaction Documents have been duly and validly executed and constitute the due authorizationvalid and binding agreements of the other parties thereto, execution and delivery by Grizzly and Merger Sub, each Transaction Document constitutes a legal, valid and binding agreement of BurgundyCidco and the parties related to Cidco (including its subsidiaries, directors, officers and stockholders) (collectively, the "Cidco Parties") thereto, enforceable against Burgundy Cidco and the Cidco Parties in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). As Neither Cidco nor any Cidco Party is subject to or obligated under any charter, bylaw or contract provision or any licenses, franchise or permit, or subject to any Law, which would be breached or violated by Cidco's executing or carrying out this Agreement. Other than in connection with or in compliance with the provisions of Delaware law, the federal Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, any applicable state anti-takeover and similar laws ("State Anti-Takeover Laws") and any applicable state securities laws ("Blue Sky Laws") (collectively, the "Cidco Required Approvals"), no authorization, consent or approval of, or filing with, any Governmental Authority is necessary for the consummation by Cidco of the Distribution Date, each other Transaction Agreement to which Burgundy is a party will have been duly executed and delivered transactions contemplated by Burgundy and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of Burgundy, enforceable against Burgundy in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies)this Agreement.

Corporate Authority; No Violation. (a) Burgundy MWV has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out its obligations hereunder and thereunder. The Assuming the accuracy of the Company’s representations and warranties in Section 7.20, the execution, delivery and performance by Burgundy MWV of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of BurgundyMWV, except for such further action of the Burgundy MWV Board required, if applicable, required to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy MWV Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of BurgundyMWV, except for such further action of the Burgundy MWV Board required, if applicable required to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy MWV Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). This Agreement has been duly executed and delivered by Burgundy MWV and, assuming the due authorization, execution and delivery by Grizzly the Company, Spinco and Merger Sub, constitutes a legal, valid and binding agreement of BurgundyMWV, enforceable against Burgundy MWV in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). As of the Distribution Date, each other Transaction Agreement to which Burgundy MWV is a party will have been duly executed and delivered by Burgundy MWV and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of BurgundyMWV, enforceable against Burgundy MWV in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) Burgundy Verizon has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Burgundy Verizon of this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BurgundyVerizon, except for such further action of the Burgundy Board required, if applicable, of Directors of Verizon required to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board of Directors of Verizon (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). This Agreement has been duly executed and delivered by Burgundy Verizon and, assuming the due authorization, execution and delivery by Grizzly and Merger Subthe Company, constitutes a legal, valid and binding agreement of BurgundyVerizon, enforceable against Burgundy Verizon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). As of the Distribution Date, each other Transaction Agreement to which Burgundy Verizon or one of its Subsidiaries is a party will have been duly executed and delivered by Burgundy Verizon and/or one of its Subsidiaries and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of BurgundyVerizon and/or such Subsidiary, as applicable, enforceable against Burgundy Verizon and/or such Subsidiary, as applicable in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) Burgundy Verizon has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Burgundy Verizon of this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BurgundyVerizon, except for such further action of the Burgundy Board required, if applicable, of Directors of Verizon required to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board of Directors of Verizon (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). This Agreement has been duly executed and delivered by Burgundy Verizon and, assuming the due authorization, execution and delivery by Grizzly and Merger Subthe Company, constitutes a legal, valid and binding agreement of BurgundyVerizon, enforceable against Burgundy Verizon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). As of the Distribution Date, each other Transaction Agreement to which Burgundy Verizon or one of its Subsidiaries is a party will have been duly executed and delivered by Burgundy Verizon or such Subsidiary and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of BurgundyVerizon or such Subsidiary, as applicable, enforceable against Burgundy Verizon or such Subsidiary, as applicable, in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) Burgundy Verizon has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Burgundy Verizon of this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BurgundyVerizon, except for such further action of the Burgundy Board required, if applicable, of Directors of Verizon required to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board of Directors of Verizon (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). This Agreement has been duly executed and delivered by Burgundy Verizon and, assuming the due authorization, execution and delivery by Grizzly and Merger Subthe Company, constitutes a legal, valid and binding agreement of BurgundyVerizon, enforceable against Burgundy Verizon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies). As of the Distribution Date, each other Transaction Agreement to which Burgundy Verizon or one of its Subsidiaries is a party will have been duly executed and delivered by Burgundy Verizon and/or one of its Subsidiaries and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of BurgundyVerizon and/or such Subsidiary, as applicable, enforceable against Burgundy Verizon and/or such Subsidiary, as applicable in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ ' rights generally, or by principles governing the availability of equitable remedies).

Corporate Authority; No Violation. (a) Burgundy Verizon has the corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and to carry out its obligations hereunder and thereunder. The execution, delivery and performance by Burgundy Verizon of this Agreement and each other Transaction Agreement to which it is or as of the Effective Time will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of BurgundyVerizon, except for such further action of the Burgundy Board required, if applicable, of Directors of Verizon required to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board of Directors of Verizon (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). The execution, delivery and performance of any other Transaction Agreement to which it is a party or as of the Effective Time will be a party and the consummation of the transactions contemplated thereby have been, or will be as of the Effective Time, duly authorized by all requisite corporate action on the part of Burgundy, except for such further action of the Burgundy Board required, if applicable to establish the Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Burgundy Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). This Agreement has been duly executed and delivered by Burgundy Verizon and, assuming the due authorization, execution and delivery by Grizzly and Merger Subthe Company, constitutes a legal, valid and binding agreement of BurgundyVerizon, enforceable against Burgundy Verizon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). As of the Distribution Date, each other Transaction Agreement to which Burgundy Verizon or one of its Subsidiaries is a party will have been duly executed and delivered by Burgundy Verizon and/or one of its Subsidiaries and, assuming the due authorization, execution and delivery by the other parties thereto, will constitute a legal, valid and binding agreement of BurgundyVerizon and/or such Subsidiary, as applicable, enforceable against Burgundy Verizon and/or such Subsidiary, as applicable in accordance with its terms (except insofar as such such‌ enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).