Common use of Authority; No Other Action Clause in Contracts

Authority; No Other Action. (a) Such Person, if an individual, has the legal capacity to enter into this Agreement and each Related Agreement. If such Person is not an individual, the execution, delivery and performance by such Person of this Agreement and each Related Agreement are within such Person's powers and have been duly authorized on its part by all requisite action. (b) No action by or in respect of, or filing with, any governmental authority, agency or official is required for the execution, delivery and performance by such Person of this Agreement and each Related Agreement, other than compliance with any applicable requirements of the HSR Act. The execution, delivery and performance by such Person of this Agreement and each Related Agreement do not (i) contravene or conflict with or constitute a violation of any provision of any existing law, regulation, judgment, injunction, order or decree binding upon or applicable to such Person or (ii) after giving effect to the actions to be taken in connection with the First Closing and, if applicable, the Second Closing, require any further consent, approval or other action by any other Person or constitute a default under any provision of any material agreement, contract, indenture, lease or other instrument binding upon such Person or any material license, franchise, permit or other similar authorization held by such Person which would have a material adverse effect on the business, financial condition or prospects of any such Person.