Common use of Due Authorization, Execution and Delivery Clause in Contracts

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, the Company has full corporate power and authority to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, the Company will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which the Company is a party constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity). (b) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, each Seller has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, each Seller will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement

Due Authorization, Execution and Delivery. (a) Subject to the issuance Each of the Final Orders Company and any required compliance with the HSR Act, the Company Guarantors has full all requisite corporate or limited liability company power and authority to enter into execute, deliver and perform its obligations under this Agreement Agreement, the Supplemental Indenture, the Registration Rights Agreement, the Notes and any documents or instruments to be entered into as contemplated or required by this Agreement the Guarantees (collectively, the "ANCILLARY DOCUMENTS"“Transaction Documents”) and to which perform its obligations under the Base Indenture. This Agreement has been duly authorized, executed and delivered by the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to Guarantors; the Closing, Base Indenture has been duly authorized by the Company will have taken all requisite action to approve and the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to the enforcement of this remedies, to applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (collectively, “Enforceability Exceptions”)); the Registration Rights Agreement has been duly authorized by the Company and each Guarantor and, assuming the Ancillary Documents to which it is a party due authorization, execution and the transactions contemplated hereby and thereby. This Agreement and delivery by each of the Ancillary Documents to which Initial Purchasers, when executed and delivered by the Company is and each Guarantor, the Registration Rights Agreement will constitute a party legal, valid and binding instrument enforceable against the Company and each Guarantor in accordance with its terms (subject to the Enforceability Exceptions); the Supplemental Indenture has been duly authorized by the Company and the Guarantors and, assuming due authorization, execution and delivery thereof by the Trustee, when executed and delivered by the Company, the Supplemental Indenture will constitute a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject to the Enforceability Exceptions); and the Notes and the Guarantees have been duly authorized, and, when the Notes are issued and authenticated in accordance with the provisions of the Indenture and the Securities are delivered to and paid for by the Initial Purchasers, the Securities will constitute the legal, valid and binding obligation obligations of the CompanyCompany and each Guarantor, enforceable against it in accordance with its termsas applicable, except as may be limited by entitled to the availability benefits of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally the Indenture (whether such rights are considered at law or in equitysubject to the Enforceability Exceptions). (b) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, each Seller has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, each Seller will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement

Due Authorization, Execution and Delivery. (a) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, the Company has full corporate power and authority to enter into and perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") and to which the Company is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, the Company will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement and each of the Ancillary Documents to which the Company is a party constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity). (b) Subject to the issuance of the Final Orders and any required compliance with the HSR Act, each Seller Transferor has full power and authority to enter into and perform this Agreement and any Ancillary Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, each Seller Transferor will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This AgreementAgreement and each of the Ancillary Documents to which Transferor is a party constitutes the legal, valid and binding obligation of such Transferor, enforceable against it in accordance with its terms, except as may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally (whether such rights are considered at law or in equity).

Due Authorization, Execution and Delivery. Each Shareholder has full capacity to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. Each Shareholder has duly executed and delivered this Agreement, and this Agreement constitutes, and all other agreements and other documents to be executed and delivered hereunder, when so executed and delivered, will constitute, the legal, valid and binding obligations of each Shareholder, enforceable against each such Shareholder in accordance with its terms, except that such enforcement (a) Subject may be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally, and (b) is subject to the issuance availability of equitable remedies, as determined in the discretion of the Final Orders and any required compliance with the HSR Act, the Company court before which such a proceeding may be brought. HKS has full corporate power and authority to enter into execute and deliver this Agreement, to perform this Agreement and any documents or instruments to be entered into as contemplated or required by this Agreement (collectively, the "ANCILLARY DOCUMENTS") its obligations hereunder and to which the Company is a party, and to carry out consummate the transactions contemplated hereby hereby. A duly authorized officer of HKS has duly executed and thereby. Prior to the Closingdelivered this Agreement, the Company will have taken all requisite action to approve the execution and delivery of this Agreement constitutes, and the Ancillary Documents all other agreements and other documents to which it is a party be executed and the transactions contemplated hereby delivered hereunder, when so executed and thereby. This Agreement and each of the Ancillary Documents to which the Company is a party constitute delivered, will constitute, the legal, valid and binding obligation obligations of the CompanyHKS, enforceable against it HKS in accordance with its terms, except as that such enforcement (a) may be limited by the availability of equitable remedies or by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally (whether such rights are considered at law or in equity). generally, and (b) Subject is subject to the issuance availability of equitable remedies, as determined in the discretion of the Final Orders and any required compliance with the HSR Act, each Seller has full power and authority to enter into and perform this Agreement and any Ancillary Documents to court before which it is such a party, and to carry out the transactions contemplated hereby and thereby. Prior to the Closing, each Seller will have taken all requisite action to approve the execution and delivery of this Agreement and the Ancillary Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreementproceeding may be brought.