Common use of Incorporation; Authorization; Etc Clause in Contracts

Incorporation; Authorization; Etc. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of Seller or the conduct of Seller requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respect. The UK Subsidiary is a limited company duly organized, validly existing and in good standing under the laws of England and Wales and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of UK Seller or the conduct of the UK Subsidiary requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respect. (b) Seller and the UK Subsidiary has all requisite power and authority to own the assets related to the Business, to carry on the Business as it is now being conducted, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will be duly and validly authorized by all necessary corporate and shareholder action on the part of Seller in advance of the Closing Date. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of Seller’s or the UK Subsidiary’s certificate of incorporation, bylaws or other organizational documents, as applicable. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not except as disclosed in Schedule 3.1(c), (i) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any material obligation under, or entitle any Person to terminate any Contract related to the Business, or result in the imposition of any Lien upon any of the Acquired Assets, (ii) require the consent of any third party or any increase in any payment or change in any term provided for under any Contract related to the Business involving annual payments in excess of $30,000 in order to effect an assignment of such Contract, where the failure to so obtain consent to such assignment would be reasonably likely to result in a Material Adverse Effect, or (iii) violate or conflict with any other material restriction of any kind or character to which Seller or the UK Subsidiary is subject. (d) Except as otherwise expressly set out in this Agreement, at the Closing, Seller and the UK Subsidiary will deliver to Buyer and UK Buyer good and exclusive title to the Acquired Assets free and clear of all Liens, except Permitted Liens. (e) To Seller’s knowledge, there is no contract, option or any other right of a third party binding upon Seller or the UK Subsidiary or which at any time in the future may become binding upon Seller or the UK Subsidiary, to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets, other than pursuant to the provisions of this Agreement.

Incorporation; Authorization; Etc. (a) Seller Each Business Entity is a corporation duly organized, organized and validly existing and and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. Corporation"), in good standing standing, under the laws of the State jurisdiction of Delaware its organization. Each of the Business Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of Seller by it or the conduct of Seller its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business business, or to have such power and authority, would not, individually or in the aggregate, adversely affect have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business in any material respectEntities, taken as a whole (a "Pillsbury Material Adverse Effect"). The UK Subsidiary Diageo is a public limited company duly organized, incorporated and validly existing and in good standing under the laws of England and Wales and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of UK Seller or the conduct of the UK Subsidiary requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respectWales. (b) Seller Each of Diageo and Pillsbury has the UK Subsidiary has all requisite corporate or similar power and authority to own the assets related to the Business, to carry on the Business as it is now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates has the requisite corporate or similar power and authority to execute the Stockholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo and Pillsbury of this Agreement Agreement, the performance by Diageo and Pillsbury of their obligations hereunder and the consummation by Diageo and Pillsbury of the transactions contemplated hereby will be have been duly and validly authorized by all necessary the respective Boards of Directors of Diageo and Pillsbury and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval of the shareholders of Diageo of the disposition of the Business Entities contemplated hereby (the "Transactions") by the Required Diageo Vote, no other corporate and shareholder action proceedings on the part of Seller in advance Diageo or Pillsbury, their respective Boards of the Closing Date. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of Seller’s Directors or the UK Subsidiary’s certificate of incorporation, bylaws or other organizational documents, as applicable. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsshareholders are necessary therefor. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not except as disclosed in Schedule 3.1(c(i) violate any provision of Diageo's, the Pillsbury Stockholder's, any Selling Affiliate's or any Business Entity's respective certificate of incorporation or by-laws (or equivalent organizational documents), (iii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any material obligation or right under, or entitle any Person to terminate any Contract related to the Business, or result in the imposition of any Lien upon or the creation of a security interest in any of the Acquired AssetsPurchased Interests, (ii) require the consent of or any third Business Entity's assets or properties pursuant to, any Lien, agreement, instrument, order, arbitration award, judgment or decree to which Diageo, any Continuing Affiliate or any Business Entity is a party or by which any increase in any payment or change in any term provided for under any Contract related to the Business involving annual payments in excess of $30,000 in order to effect an assignment of such Contract, where the failure to so obtain consent to such assignment would be reasonably likely to result in a Material Adverse Effectthem is bound, or (iii) violate or conflict with any other material restriction of any kind or character to which Seller Diageo, any Continuing Affiliate or the UK Subsidiary any Business Entity is subject. , that, in the case of clauses (dii) Except or (iii) would, individually or in the aggregate, have or reasonably be expected to have a Pillsbury Material Adverse Effect or prevent the Merger and the Subsidiary Purchases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by Diageo and Pillsbury, and, assuming the due execution hereof by General Mills and Merger Sub, this Agreement constitutes the legal, valid and ▇▇▇▇ing obligations of Diageo and Pillsbury, enforce- able against Diageo and Pillsbury in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which Diageo, the Pillsbury Stockholder or a Selling Affiliate is or will be a party will be duly executed and delivered by Diageo, the Pillsbury Stockholder and such Selling Affiliates, as otherwise expressly set out in this Agreementapplicable, and, assuming the due execution and delivery thereof by the other parties thereto, at the ClosingClosing will constitute the legal, Seller valid and binding obligations of Diageo, the UK Subsidiary will deliver to Buyer Pillsbury Stockholder and UK Buyer good such Selling Affiliates, enforceable against Diageo, the Pillsbury Stockholder and exclusive title such Selling Affiliates in accordance with its terms, subject to the Acquired Assets free effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and clear to the effect of all Liens, except Permitted Liens. the application of general principles of equity (e) To Seller’s knowledge, there is no contract, option or any other right regardless of a third party binding upon Seller or the UK Subsidiary or which whether considered in proceedings at any time in the future may become binding upon Seller or the UK Subsidiary, to sell, transfer, assign, pledge, charge, mortgage law or in any other way dispose of or encumber any equity). Diageo has delivered to General Mills a true and correct copy of the Assetscertificate of incorporation and ▇▇-▇aws, other than pursuant each as amended to the provisions date, of this AgreementPillsbury.

Incorporation; Authorization; Etc. (a) Seller Each of General Mills and each of its Subsidiaries is a corporation duly organizedorganized and validly exis▇▇▇▇ and, validly existing and with respect to each U.S. Corporation, in good standing standing, under the laws of the State jurisdiction of Delaware its organization. Each of General Mills and each of its Subsidiaries (i) has the requisite corporate or ▇▇▇▇lar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of Seller by it or the conduct of Seller its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business business, or to have such power and authority, would not, individually or in the aggregate, adversely affect have or reasonably be expected to have a material adverse effect on the Business in any material respect. The UK Subsidiary is business, assets, liabilities, condition (financial or otherwise) or results of operations of General Mills and its Subsidiaries, taken as a limited company duly organized, validly existing and in good standing under the laws of England and Wales and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of UK Seller or the conduct of the UK Subsidiary requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respectwhole (a "General Mills Materi▇▇ ▇▇verse Effect"). (b) Seller General Mills and Mer▇▇▇ ▇ub have the UK Subsidiary has all requisite corporate power and authority to own the assets related to the Business, to carry on the Business as it is now being conducted, to execute and deliver an▇ ▇▇▇iver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. General Mills has the requisite corporate power and authority to execute the ▇▇▇▇▇holders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by General Mills and Merger Sub of this Agreement Agreement, the performance by General Mi▇▇▇ ▇nd Merger Sub of their obligations hereunder and the consummation consummat▇▇▇ ▇y General Mills and Merger Sub of the transactions contemplated hereby will be duly have bee▇ ▇▇▇y and validly authorized by all necessary corporate the respective Boards of Directors of General Mills and shareholder action Merger Sub and, except for the filing of the Certificate of ▇▇▇▇er with the Secretary of State of the State of Delaware and the filing with such Secretary of Articles of Amendment to General Mills' certificate of incorporation to reflect the Charter Amendment, ▇▇▇ except for obtaining the approval by the stockholders of General Mills of (i) an amendment to the Restated Certificate of Incorporatio▇ ▇▇ General Mills, as amended, to eliminate Article V thereof (the "Charter Amend▇▇▇▇") and (ii) the issuance of the Purchase Price Shares and the Additional Shares, if any, pursuant to this Agreement (the "General Mills Share Issuance") by the Required General Mills Votes, no other ▇▇▇▇▇rate proceedings on the part of Seller in advance General Mi▇▇▇ ▇r Merger Sub, their respective Boards of the Closing Date. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of Seller’s Directors or the UK Subsidiary’s certificate of incorporation, bylaws or other organizational documents, as applicable. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsstockhol▇▇▇▇ are necessary therefor. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not except as disclosed in Schedule 3.1(c(i) subject to effecting the Charter Amendment, violate any provision of General Mills' or any of its Subsidiaries' respective certificate of incorpor▇▇▇▇▇ or by-laws (or equivalent organizational documents instruments), (iii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any material obligation or right under, or entitle any Person to terminate any Contract related to the Business, or result in the imposition of any Lien upon or the creation of a security interest in any shares of capital stock of General Mills or its Subsidiaries or any of the Acquired AssetsGeneral Mills' or any of its Subs▇▇▇▇▇ies' assets or properties pursuant to, (ii) require the consent ▇▇▇ ▇ien, agreement, instrument, order, arbitration award, judgment or decree to which General Mills or any of any third its Subsidiaries is a party or by which any increase in any payment or change in any term provided for under any Contract related to the Business involving annual payments in excess of $30,000 in order to effect an assignment of such Contract, where the failure to so obtain consent to such assignment would be reasonably likely to result in a Material Adverse Effectthem i▇ ▇▇▇nd, or (iii) violate or conflict with any other material restriction of any kind or character to which Seller General Mills or the UK Subsidiary any of its Subsidiaries is subject. , that, in the case of clauses (dii) Except or (iii) would, individually or in the aggregate, have or reasonably be expected to have a General Mills Material Adverse Effect or prevent the Merger and the Subsidiar▇ ▇▇▇chases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by General Mills and Merger Sub, and, assuming the due execution hereof by Diage▇ ▇▇▇ Pillsbury, this Agreement constitutes the legal, valid and binding obligations of General Mills and Merger Sub, enforceable against General Mills and Merger Su▇ ▇▇ accordance with its terms, subject to the eff▇▇▇ ▇f bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which General Mills or a Buying Affiliate is a party will be duly executed and deli▇▇▇▇▇ by General Mills and such Buying Affiliates, as otherwise expressly set out in this Agreementapplicable, and, assuming the du▇ ▇▇▇cution and delivery thereof by the other parties thereto, at the ClosingClosing will constitute the legal, Seller valid and binding obligations of General Mills and such Buying Affiliates, enforceable against General Mills a▇▇ ▇▇ch Buying Affiliates in accordance with its terms, subjec▇ ▇▇ the UK Subsidiary will deliver effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to Buyer or affecting the rights of creditors generally and UK Buyer good and exclusive title to the Acquired Assets free and clear effect of all Liens, except Permitted Liens. the application of general principles of equity (e) To Seller’s knowledge, there is no contract, option or any other right regardless of a third party binding upon Seller or the UK Subsidiary or which whether considered in proceedings at any time in the future may become binding upon Seller or the UK Subsidiary, to sell, transfer, assign, pledge, charge, mortgage law or in any other way dispose of or encumber any equity). General Mills has delivered to Diageo true and correct copies of the Assetscertific▇▇▇ ▇f incorporation and by-laws, other than pursuant as amended to the provisions date, of this AgreementGeneral Mills.

Incorporation; Authorization; Etc. (a) Seller Each of General Mills and each of its Subsidiaries is a corporation duly organizedorganized and validly exis▇▇▇▇ and, validly existing and with respect to each U.S. Corporation, in good standing standing, under the laws of the State jurisdiction of Delaware its organization. Each of General Mills and each of its Subsidiaries (i) has the requisite corporate or ▇▇▇▇lar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of Seller by it or the conduct of Seller its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business business, or to have such power and authority, would not, individually or in the aggregate, adversely affect have or reasonably be expected to have a material adverse effect on the Business in any material respect. The UK Subsidiary is business, assets, liabilities, condition (financial or otherwise) or results of operations of General Mills and its Subsidiaries, taken as a limited company duly organized, validly existing and in good standing under the laws of England and Wales and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of UK Seller or the conduct of the UK Subsidiary requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respectwhole (a "General Mills Materi▇▇ ▇▇verse Effect"). (b) Seller General Mills and Merg▇▇ ▇▇b have the UK Subsidiary has all requisite corporate power and authority to own the assets related to the Business, to carry on the Business as it is now being conducted, to execute and deliver an▇ ▇▇▇iver this Agreement and to perform their obligations hereunder and to consummate the transactions contemplated hereby. General Mills has the requisite corporate power and authority to execute the ▇▇▇▇▇holders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by General Mills and Merger Sub of this Agreement Agreement, the performance by General Mi▇▇▇ ▇nd Merger Sub of their obligations hereunder and the consummation consummat▇▇▇ ▇y General Mills and Merger Sub of the transactions contemplated hereby will be duly have bee▇ ▇▇▇y and validly authorized by all necessary corporate the respective Boards of Directors of General Mills and shareholder action Merger Sub and, except for the filing of the Certificate of ▇▇▇▇er with the Secretary of State of the State of Delaware and the filing with such Secretary of Articles of Amendment to General Mills' certificate of incorporation to reflect the Charter Amendment, ▇▇▇ except for obtaining the approval by the stockholders of General Mills of (i) an amendment to the Restated Certificate of Incorporatio▇ ▇▇ General Mills, as amended, to eliminate Article V thereof (the "Charter Amend▇▇▇▇") and (ii) the issuance of the Purchase Price Shares and the Additional Shares, if any, pursuant to this Agreement (the "General Mills Share Issuance") by the Required General Mills Votes, no other ▇▇▇▇▇rate proceedings on the part of Seller in advance General Mi▇▇▇ ▇r Merger Sub, their respective Boards of the Closing Date. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of Seller’s Directors or the UK Subsidiary’s certificate of incorporation, bylaws or other organizational documents, as applicable. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsstockhol▇▇▇▇ are necessary therefor. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby Ancillary Agreements will not except as disclosed in Schedule 3.1(c(i) subject to effecting the Charter Amendment, violate any provision of General Mills' or any of its Subsidiaries' respective certificate of incorpor▇▇▇▇▇ or by-laws (or equivalent organizational documents instruments), (iii) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person party to accelerate or exercise (whether after the giving of notice or lapse of time or both) any material obligation or right under, or entitle any Person to terminate any Contract related to the Business, or result in the imposition of any Lien upon or the creation of a security interest in any shares of capital stock of General Mills or its Subsidiaries or any of the Acquired AssetsGeneral Mills' or any of its Subs▇▇▇▇▇ies' assets or properties pursuant to, (ii) require the consent ▇▇▇ ▇ien, agreement, instrument, order, arbitration award, judgment or decree to which General Mills or any of any third its Subsidiaries is a party or by which any increase in any payment or change in any term provided for under any Contract related to the Business involving annual payments in excess of $30,000 in order to effect an assignment of such Contract, where the failure to so obtain consent to such assignment would be reasonably likely to result in a Material Adverse Effectthem i▇ ▇▇▇nd, or (iii) violate or conflict with any other material restriction of any kind or character to which Seller General Mills or the UK Subsidiary any of its Subsidiaries is subject. , that, in the case of cla▇▇▇▇ (dii) Except or (iii) would, individually or in the aggregate, have or reasonably be expected to have a General Mills Material Adverse Effect or prevent the Merger and the Subsidiar▇ ▇▇▇chases from occurring prior to the Termination Date. This Agreement has been duly executed and delivered by General Mills and Merger Sub, and, assuming the due execution hereof by Diage▇ ▇▇▇ Pillsbury, this Agreement constitutes the legal, valid and binding obligations of General Mills and Merger Sub, enforceable against General Mills and Merger Su▇ ▇▇ accordance with its terms, subject to the eff▇▇▇ ▇f bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity). At the Closing, each of the Ancillary Agreements to which General Mills or a Buying Affiliate is a party will be duly executed and delivered by General Mills and such Buying Affiliates, as otherwise expressly set out in this Agreementapplicable, and, assuming the du▇ ▇▇▇cution and delivery thereof by the other parties thereto, at the ClosingClosing will constitute the legal, Seller valid and binding obligations of General Mills and such Buying Affiliates, enforceable against General Mills a▇▇ ▇▇ch Buying Affiliates in accordance with its terms, subjec▇ ▇▇ the UK Subsidiary will deliver effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to Buyer or affecting the rights of creditors generally and UK Buyer good and exclusive title to the Acquired Assets free and clear effect of all Liens, except Permitted Liens. the application of general principles of equity (e) To Seller’s knowledge, there is no contract, option or any other right regardless of a third party binding upon Seller or the UK Subsidiary or which whether considered in proceedings at any time in the future may become binding upon Seller or the UK Subsidiary, to sell, transfer, assign, pledge, charge, mortgage law or in any other way dispose of or encumber any equity). General Mills has delivered to Diageo true and correct copies of the Assetscertific▇▇▇ ▇f incorporation and by-laws, other than pursuant as amended to the provisions date, of this AgreementGeneral Mills.

Incorporation; Authorization; Etc. (a) Seller Each Business Entity is a corporation duly organized, organized and validly existing and and, with respect to those corporations organized under the laws of one of the states of the United States of America (a "U.S. CORPORATION"), in good standing standing, under the laws of the State A-13 <PAGE> jurisdiction of Delaware its organization. Each of the Business Entities (i) has the requisite corporate or similar power and authority to own its properties and assets and to carry on its business as it is now being conducted and (ii) with respect to each U.S. Corporation, is in good standing and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of Seller by it or the conduct of Seller its business requires it to be so qualified, except where the failure to be so organized or in good standing or to be duly qualified to transact business business, or to have such power and authority, would not, individually or in the aggregate, adversely affect have or reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of the Business in any material respectEntities, taken as a whole (a "PILLSBURY MATERIAL ADVERSE EFFECT"). The UK Subsidiary Diageo is a public limited company duly organized, incorporated and validly existing and in good standing under the laws of England and Wales and is duly qualified to transact business in each jurisdiction in which the nature of property owned or leased on behalf of UK Seller or the conduct of the UK Subsidiary requires it to be so qualified, except where the failure to be in good standing or to be duly qualified to transact business would not, individually or in the aggregate, adversely affect the Business in any material respectWales. (b) Seller Each of Diageo and Pillsbury has the UK Subsidiary has all requisite corporate or similar power and authority to own the assets related to the Business, to carry on the Business as it is now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each of Diageo, the Pillsbury Stockholder and the Selling Affiliates has the requisite corporate or similar power and authority to execute the Stockholders Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Diageo and Pillsbury of this Agreement Agreement, the performance by Diageo and Pillsbury of their obligations hereunder and the consummation by Diageo and Pillsbury of the transactions contemplated hereby will be have been duly and validly authorized by all necessary the respective Boards of Directors of Diageo and Pillsbury and, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and except for obtaining the approval of the shareholders of Diageo of the disposition of the Business Entities contemplated hereby (the "TRANSACTIONS") by the Required Diageo Vote, no other corporate and shareholder action proceedings on the part of Seller in advance Diageo or Pillsbury, their respective Boards of the Closing Date. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of Seller’s Directors or the UK Subsidiary’s certificate of incorporation, bylaws or other organizational documents, as applicable. This Agreement has been duly executed and delivered by Seller, and, assuming the due execution hereof by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its termsshareholders are necessary therefor. (c) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not except as disclosed in Schedule 3.1(c), (i) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any Person to accelerate (whether after the giving of notice or lapse of time or both) any material obligation under, or entitle any Person to terminate any Contract related to the Business, or result in the imposition of any Lien upon any of the Acquired Assets, (ii) require the consent of any third party or any increase in any payment or change in any term provided for under any Contract related to the Business involving annual payments in excess of $30,000 in order to effect an assignment of such Contract, where the failure to so obtain consent to such assignment would be reasonably likely to result in a Material Adverse Effect, or (iii) violate or conflict with any other material restriction of any kind or character to which Seller or the UK Subsidiary is subject. (d) Except as otherwise expressly set out in this Agreement, at the Closing, Seller and the UK Subsidiary will deliver to Buyer and UK Buyer good and exclusive title to the Acquired Assets free and clear of all Liens, except Permitted Liens. (e) To Seller’s knowledge, there is no contract, option or any other right of a third party binding upon Seller or the UK Subsidiary or which at any time in the future may become binding upon Seller or the UK Subsidiary, to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Assets, other than pursuant to the provisions of this Agreement.