Common use of Authority and No Conflict; Consents Clause in Contracts

Authority and No Conflict; Consents. (a) The Company has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all other documents and agreements to be entered into in connection herewith or necessary to give effect to the provisions of this Agreement (the "OTHER AGREEMENTS"), and this Agreement and the Other Agreements have been duly authorized, executed and delivered by the Company. The execution and delivery of this Agreement and the Other Agreements by the Company does not, and the consummation of the transactions contemplated hereby will not, (i) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Company's governing instruments; (ii) conflict with, or result in any violation of or default or loss of any material benefit under, any permit, concession, grant, franchise, law, rule or regulation, or any judgment, decree or order of any court or other Regulatory Authority to which the Company or its assets or Business is a party or to which the Company is subject; (iii) conflict with, or result in a breach or violation of or default or loss of any material benefit under, or accelerate the performance required by, the terms of any material agreement, contract, indenture or other instrument to which the Company is a party or to which the Company's assets or Business is subject, or constitute a default or loss of any material right thereunder or the creation of any material Liens upon the Company's assets; or (iv) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any material License. All action and other authorizations prerequisite to the execution of this Agreement and the consummation of the transactions contemplated hereby have been taken or obtained by the Company and the Principal. This Agreement is the valid and binding agreement of the Company enforceable in accordance with its terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) The execution, delivery and performance by the Company of this Agreement, and the performance of the transactions contemplated by this Agreement, do not require the authorization, consent, approval, certification, license or order of, or any filing with, any Regulatory Authority or any other third party except for such authorizations, consents, approvals, certifications, licenses and orders that have been obtained.

Authority and No Conflict; Consents. (a) The Company has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all other documents and agreements to be entered into in connection herewith or necessary to give effect to the provisions of this Agreement (the "OTHER AGREEMENTS")Agreement, and this Agreement and the Other Agreements such other documents and agreements have been duly authorized, executed and delivered by the Company. The Except to the extent that consents are required as set forth on Schedule 3.05(a), the execution and delivery of this Agreement and the Other Agreements by the Company does not, and the consummation of the transactions contemplated hereby will not, not (ia) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Company's governing instruments; (iib) conflict with, or result in any violation of or default or loss of any material benefit under, any permit, concession, grant, franchise, law, rule or regulation, or any judgment, decree or order of any court or other Regulatory Authority to which the Company or its assets or Business is a party or to which the Company is subject; (iiic) conflict with, or result in a breach or violation of or default or loss of any material benefit under, or accelerate the performance required by, the terms of any material agreement, contract, indenture or other instrument to which the Company is a party or to which the Company's assets or Business is subject, or constitute a default or loss of any material right thereunder or the creation of any material Liens upon the Company's assets; or (ivd) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any material License. All action and other authorizations prerequisite to the execution of this Agreement and the consummation of the transactions contemplated hereby have been taken or obtained by the Company and the PrincipalPrincipals. This Agreement is the valid and binding agreement of the Company enforceable in accordance with its terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) The Other than as set forth on Schedule 3.05(a) hereto, the execution, delivery and performance by the Company of this Agreement, and the performance of the transactions contemplated by this Agreement, do not require the authorization, consent, approval, certification, license or order of, or any filing with, any Regulatory Authority or any other third party except for such authorizations, consents, approvals, certifications, licenses and orders that have been obtained.

Authority and No Conflict; Consents. (a) 3.4.1 The Company has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all other documents and agreements to be entered into in connection herewith or necessary to give effect to the provisions of this Agreement (the "OTHER AGREEMENTS")Agreement, and this Agreement and the Other Agreements have has been duly authorized, executed and delivered by the Company. The Except to the extent that consents are required as set forth in Schedule 3.4.2 below, the execution and delivery of this Agreement and the Other Agreements by the Company does not, and the consummation of the transactions contemplated hereby will not, not (ia) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Company's governing instruments; (iib) conflict with, or result in any violation of or default or loss of any material benefit under, any permit, concession, grant, franchise, law, rule or regulation, or any judgment, decree or order of any court or other Regulatory Authority governmental agency or instrumentality to which the Company or its assets or Business is a party or to which the Company Business is subject; (iiic) conflict with, or result in a breach or violation of or default or loss of any material benefit under, or accelerate the performance required by, the terms of any material agreement, contract, indenture or other instrument to which the Company is a party or to which the Company's assets or Business is subject, or constitute a default or loss of any material right thereunder or the creation of any material Liens on the Business or an event which, with the lapse of time or notice or both, might result in a default or loss of any material right thereunder or the creation of any Lien upon the Company's assetsBusiness; or (ivd) result in any suspension, revocation, impairment, forfeiture or nonrenewal of any material LicenseLicense (as defined in Section 3.18). All action and other authorizations prerequisite to the execution of this Agreement and the consummation of the transactions contemplated hereby by this Agreement have been taken or obtained by the Company and the PrincipalCompany. This Agreement is the a valid and binding agreement of the Company enforceable in accordance with its terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) The 3.4.2 Other than as set forth on Schedule 3.4.2 hereto, the execution, delivery and performance by the Company of this Agreement, and the performance of the transactions contemplated by this Agreement, do not require the authorization, consent, approval, certification, license or order of, or any filing with, any Regulatory Authority court or governmental agency or any other third party except for such authorizations, consents, approvals, certifications, licenses and orders that have been obtained.