and validly existing under the laws of its place of
incorporation or registration and has all requisite corporate power and
authority to own, lease and operate its assets and to carry on its business as
now being conducted.
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(III)
GUARANTOR IS A DELAWARE CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF DELAWARE AND
HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE ITS
ASSETS AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
(b)
Authorization of Transaction.
(I)
EACH OF BUYERS AND GUARANTOR HAS FULL
LIMITED LIABILITY COMPANY OR CORPORATE, AS APPLICABLE, POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND ALL OTHER AGREEMENTS CONTEMPLATED HEREBY
TO WHICH IT IS A PARTY AND TO PERFORM ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
(II)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND ALL OTHER AGREEMENTS CONTEMPLATED HEREBY TO WHICH EITHER
BUYER OR GUARANTOR, AS APPLICABLE, IS A PARTY HAVE BEEN DULY AUTHORIZED BY SUCH
PERSON.
(III)
THIS AGREEMENT CONSTITUTES THE VALID AND
LEGALLY BINDING OBLIGATION OF EACH OF BUYERS AND GUARANTOR, ENFORCEABLE AGAINST
EACH OF BUYERS AND GUARANTOR IN ACCORDANCE WITH ITS TERMS AND CONDITIONS,
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS
RELATING TO CREDITORS' RIGHTS AND GENERAL PRINCIPLES OF EQUITY.
(c)
Noncontravention.
Neither the execution
and delivery of this Agreement or any Related Agreement to which either Buyer or
Guarantor is a party, nor the consummation of the transactions contemplated
hereby or thereby (including the assignments and assumptions referred to in
Section 2) will (i) conflict with or result in a breach of the certificate of
incorporation or bylaws, or other organizational documents, of either Buyer or
Guarantor, (ii) violate any law or Decree to which either Buyer or Guarantor is,
or its respective assets or properties are subject, or (iii) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify or cancel, or
require any notice under any Contract to which either Buyer or Guarantor is a
party or by which it is bound, except, in the case of either clause (ii) or
(iii), for such conflicts, breaches, defaults, accelerations, rights or failures
to give notice as could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on either Buyer or Guarantor.
None
of Buyers or Guarantor is required to give any notice to, make any filing with,
or obtain any authorization, consent or approval of any Governmental Entity in
order for the Parties to consummate the transactions contemplated by this
Agreement or any of the other Related Agreement, (A) except where the failure to
give notice, file or obtain such authorization, consent or approval could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on either Buyer or Guarantor, (B) except for applicable
requirements of the HSR Act or any other Competition/Investment Law, and
(C) except