Common use of Authority and Approvals Clause in Contracts

Authority and Approvals. (a) The Company has all requisite corporate power and authority to enter into this Agreement and each of the other agreements contemplated hereby and to consummate each of the transactions and perform each of the obligations contemplated hereby and thereby. The execution and delivery of this Agreement and each of the other agreements and instruments contemplated hereby and the consummation of each of the transactions and the performance of each of the obligations contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and the other agreements and instruments contemplated hereby have been duly executed and delivered by the Company. This Agreement and each of the other agreements and instruments contemplated hereby constitute a valid and binding obligation of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or in law). (b) The execution and delivery of this Agreement and the other agreements and instruments contemplated hereby and the consummation of the transactions contemplated hereby and thereby do not conflict with or violate (i) the organizational documents of the Company, (ii) any material agreement to which the Company is a party or to which its properties are subject or (iii) any law applicable to it, in each case in a manner that could reasonably be expected to have a material adverse effect on the business, operations, properties, condition (financial or otherwise), results of operations, assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole. (c) No approval, authorization or consent from any governmental entity is required by or with respect to the Company in connection with the execution and delivery of this Agreement or any other agreement or instrument contemplated hereby by the Company or the consummation by the Company of the transactions contemplated hereby or thereby, except for any such approvals, authorizations or consents, the failure of which to be made or obtained (i) has not had and could not reasonably be expected to have a material adverse effect on the business, operations, properties, financial condition or results of operations of the Company and its subsidiaries, taken as a whole and (ii) has not impaired and could not reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement or any other agreement or instrument contemplated hereby in any material respect.