Common use of Authority and No Conflict Clause in Contracts

Authority and No Conflict. (a) the Seller has full corporate right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, and this Agreement has been duly authorized, executed and delivered by the Seller. The execution and delivery of this Agreement by the Seller does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Seller's governing instruments; (b) 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 governmental agency or instrumentality to which the Seller is a party or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, 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 agreement, contract, indenture or other instrument to which the Seller is a party or to which the Business is subject, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or (ii) any other material License. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by the Seller. This is a valid and binding agreement of the Seller enforceable in accordance with its terms. (b) Other than any consents or notices required to transfer the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, delivery and performance by the Seller 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 court or governmental agency of such a nature that the failure to obtain the same would have a material adverse affect on the Assets.

Authority and No Conflict. (a) Each of Xxxxxxxxx and Xxxxxxxxx Subsidiary has the Seller has full corporate right, power and authority to execute, deliver and carry out the terms of this Agreement and the Other Agreements to which it is party, and all documents and agreements necessary to give effect to the provisions of this AgreementAgreement and the Other Agreements, and this Agreement has and the Other Agreements to which it is a party have been duly authorized, executed and delivered by the Sellereach of Xxxxxxxxx and Xxxxxxxxx Subsidiary. The execution and delivery of this Agreement and the Other Agreements to which it is a party by the Seller each of Xxxxxxxxx and Xxxxxxxxx Subsidiary does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby and thereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the SellerXxxxxxxxx'x or Xxxxxxxxx Subsidiary's governing instruments; (b) 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 governmental agency or instrumentality Regulatory Authority to which the Seller Xxxxxxxxx or Xxxxxxxxx Subsidiary is a party party; or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, 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 Seller Xxxxxxxxx or Xxxxxxxxx Subsidiary is a party or to which the Business is subjectparty, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any material Lien upon the Business; assets of Xxxxxxxxx or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or (ii) any other material LicenseXxxxxxxxx Subsidiary. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement and the Other Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement hereby and thereby have been taken or obtained by the SellerXxxxxxxxx and Xxxxxxxxx Subsidiary. This Agreement and the Other Agreements to which it is a party are valid and binding agreement agreements of the Seller Xxxxxxxxx and Xxxxxxxxx Subsidiary enforceable against Xxxxxxxxx and Xxxxxxxxx Subsidiary in accordance with its termstheir terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditor's rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) Other than any consents or notices required to transfer the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, delivery and performance by the Seller 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 court or governmental agency of such a nature that the failure to obtain the same would have a material adverse affect on the Assets.

Authority and No Conflict. (a) The execution, delivery and performance of this Agreement and the Seller has full Transaction Documents by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby or thereby have been duly authorized by all necessary corporate rightaction on the part of each of Parent and Merger Sub. This Agreement and the Transaction Documents have been, or when executed will be, duly executed and delivered by Parent and Merger Sub. This Agreement and the Transaction Documents constitute, or when executed and delivered by all parties hereto and thereto will constitute, the legal, valid and binding obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy laws, and other laws affecting creditors’ rights generally or by principles of equity. Parent and Merger Sub each have all requisite corporate power and authority to execute, execute and deliver and carry out the terms of this Agreement and all documents the Transaction Documents and agreements necessary to give effect to consummate the provisions of this Agreement, transactions contemplated hereby and this Agreement has been duly authorized, executed and delivered by thereby. (b) Neither the Seller. The execution and delivery of this Agreement by and the Seller does notTransaction Documents, and subject to nor the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby will not or thereby will: (ai) conflict withwith or violate the charter or bylaws of Parent or the articles of incorporation or bylaws of Merger Sub, (ii) conflict with or violate or require consent under any federal, state or local law to which Parent or Merger Sub or any of their respective assets are subject or conflict with or violate or require consent under the rules or regulations of any exchange or trading system upon which its securities are listed or admitted for trading, or result in (iii) cause (including after notice, lapse of time, or both) a breach of any violation of provision of, or give any Person the right to declare a default or loss of exercise any benefit under, any provision of the Seller's governing instruments; (b) 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 governmental agency or instrumentality to which the Seller is a party or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, conflict with, or result in a breach or violation of or default or loss of any material benefit remedy under, or to accelerate the maturity or performance required byof, the terms of or to require payment under, or to cancel, terminate, or modify, any note, bond, mortgage, indenture, credit agreement, loan agreement, license, instrument, trust, contract, indenture agreement or other instrument to which the Seller is a party commitment or to which the Business is subjectarrangement of Parent or Merger Sub, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result except for such violation as specified in a default or loss of any right thereunder or the creation of any Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or clauses (ii) any other material License. All action and other authorizations on the part of the Seller (except for third party consentsiii) prerequisite as would not be reasonably expected to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by the Seller. This is a valid and binding agreement of the Seller enforceable in accordance with its terms. (b) Other than any consents or notices required to transfer the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, delivery and performance by the Seller 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 court or governmental agency of such a nature that the failure to obtain the same would have a material adverse affect on the AssetsParent Material Adverse Effect.

Authority and No Conflict. (a) Equity has the Seller has full corporate right, power and authority to execute, deliver and carry out the terms of this Agreement and the Other Agreements to which it is party, and all documents and agreements necessary to give effect to the provisions of this AgreementAgreement and the Other Agreements, and this Agreement has and the Other Agreements to which it is a party have been duly authorized, executed and delivered by the SellerEquity. The execution and delivery of this Agreement and the Other Agreements to which it is a party by the Seller Equity does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby and thereby will not not, (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the SellerEquity's governing instruments; (b) 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 governmental agency or instrumentality Regulatory Authority to which the Seller Equity is a party party; or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, 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 Seller Equity is a party or to which the Business is subjectparty, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any material Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal assets of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or (ii) any other material LicenseEquity. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement and the Other Agreements to which it is a party and the consummation of the transactions contemplated by this Agreement hereby and thereby have been taken or obtained by the SellerEquity. This Agreement and the Other Agreements to which it is a party are valid and binding agreement agreements of the Seller Equity enforceable against Equity in accordance with its termstheir terms (except as such enforceability may be limited by any applicable bankruptcy, insolvency or other laws affecting creditor's rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) Other than any consents or notices required to transfer the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, delivery and performance by the Seller 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 court or governmental agency of such a nature that the failure to obtain the same would have a material adverse affect on the Assets.

Authority and No Conflict. (a) This Agreement constitutes the Seller valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each document and instrument to be executed and delivered at Closing by Buyer pursuant to Section 1.4(b) or any other provision of this Agreement (collectively, the "Buyer Closing Documents"), each of the Buyer Closing Documents will constitute the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. Buyer has full all requisite corporate right, power and authority to execute, execute and deliver and carry out the terms of this Agreement and all documents the Buyer Closing Documents and agreements necessary to give effect to consummate the provisions of this Agreement, transactions contemplated hereby and this Agreement has been duly authorized, executed and delivered by the Sellerthereby. The execution and delivery of this Agreement by the Seller does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Seller's governing instruments; (b) 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 governmental agency or instrumentality to which the Seller is a party or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, 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 agreement, contract, indenture or other instrument to which the Seller is a party or to which the Business is subject, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or (ii) any other material License. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer, and no other corporate action on the part of Buyer is required to authorize the execution and delivery of this Agreement have been taken by Buyer, or obtained by the Seller. This is a valid and binding agreement consummation of the Seller enforceable in accordance with its termstransactions contemplated hereby. (b) Other than any consents or notices required to transfer Neither the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, execution and delivery and performance by the Seller of this AgreementAgreement by Buyer, and nor the performance consummation of the transactions contemplated by this Agreementhereby will, do not require directly or indirectly (with or without notice or lapse of time): (i) conflict with or violate the authorization, consent, approval, certification, license Charter or order ofBylaws of Buyer; (ii) conflict with or violate, or give any filing withGovernmental Authority or other Person the right to challenge any of the transactions contemplated hereby or exercise any remedy or obtain any relief under, any court Legal Requirement applicable to Buyer or governmental agency any Order to which Buyer may be subject; or (iii) breach any provision of any contract or agreement of Buyer, or give any Person the right to declare a default under, exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any such a nature that contract or agreement. (c) Buyer is not and will not be required to give any notice to or obtain any consent from any Governmental Authority or any other Person in connection with the failure to obtain execution and delivery of this Agreement or the same would have a material adverse affect on consummation of the Assetstransactions contemplated hereby.

Authority and No Conflict. (a) This Agreement constitutes the Seller valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Upon the execution and delivery by Buyer of each document and instrument to be executed and delivered at Closing by Buyer pursuant to Section 1.4(b) or any other provision of this Agreement (collectively, the “Buyer Closing Documents”), each of the Buyer Closing Documents will constitute the valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, (ii) general equitable principles and (iii) the discretion of courts in granting equitable remedies. Buyer has full all requisite corporate right, power and authority to execute, execute and deliver and carry out the terms of this Agreement and all documents the Buyer Closing Documents and agreements necessary to give effect to consummate the provisions of this Agreement, transactions contemplated hereby and this Agreement has been duly authorized, executed and delivered by the Sellerthereby. The execution and delivery of this Agreement by the Seller does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the Seller's governing instruments; (b) 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 governmental agency or instrumentality to which the Seller is a party or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, 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 agreement, contract, indenture or other instrument to which the Seller is a party or to which the Business is subject, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation of the Business or (ii) any other material License. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by Buyer, and no other corporate action on the part of Buyer is required to authorize the execution and delivery of this Agreement have been taken by Buyer, or obtained by the Seller. This is a valid and binding agreement consummation of the Seller enforceable in accordance with its termstransactions contemplated hereby. (b) Other than any consents or notices required to transfer Neither the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, execution and delivery and performance by the Seller of this AgreementAgreement by Buyer, and nor the performance consummation of the transactions contemplated by this Agreementhereby will, do not require directly or indirectly (with or without notice or lapse of time): (i) conflict with or violate the authorization, consent, approval, certification, license Charter or order ofBylaws of Buyer; (ii) conflict with or violate, or give any filing withGovernmental Authority or other Person the right to challenge any of the transactions contemplated hereby or exercise any remedy or obtain any relief under, any court Legal Requirement applicable to Buyer or governmental agency any Order to which Buyer may be subject; or (iii) breach any provision of any contract or agreement of Buyer, or give any Person the right to declare a default under, exercise any remedy under, accelerate the maturity or performance of or payment under, or cancel, terminate, or modify, any such a nature that contract or agreement. (c) Buyer is not and will not be required to give any notice to or obtain any consent from any Governmental Authority or any other Person in connection with the failure to obtain execution and delivery of this Agreement or the same would have a material adverse affect on consummation of the Assetstransactions contemplated hereby.

Authority and No Conflict. (a) Each of the Seller Purchaser and Xxxxxxxxx Subsidiary has the full corporate right, power and authority to execute, deliver and carry out the terms of this Agreement Agreement, and all documents and agreements necessary to give effect to the provisions of this Agreement, and this Agreement has been duly authorized, executed and delivered by each of the SellerPurchaser and Xxxxxxxxx Subsidiary. The execution and delivery of this Agreement by each of the Seller Purchaser and Xxxxxxxxx Subsidiary does not, and subject to the receipt of all regulatory approvals and compliance with other requirements of law consummation of the transactions contemplated hereby will not (a) conflict with, or result in any violation of or default or loss of any benefit under, any provision of the SellerPurchaser's and Xxxxxxxxx Subsidiary's respective governing instruments; (b) 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 governmental agency or instrumentality to which the Seller Purchaser or Xxxxxxxxx Subsidiary is a party party; or to which the Business is subject; (c) except for undelivered consents to assignment of assumed contracts or leases, 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 Seller Purchaser or Xxxxxxxxx Subsidiary is a party or to which the Business is subjectparty, or constitute a default or loss of any right thereunder or an event which, with the lapse of time or notice or both, might result in a default or loss of any right thereunder or the creation of any material Lien upon the Business; or (d) result in any suspension, revocation, impairment, forfeiture or nonrenewal of (i) any material License (as defined in Section 3.15) relating to the operation assets of the Business Purchaser or (ii) any other material LicenseXxxxxxxxx Subsidiary. All action and other authorizations on the part of the Seller (except for third party consents) prerequisite to the execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been taken or obtained by the SellerPurchaser and Xxxxxxxxx Subsidiary. This is a valid and binding agreement of each of the Seller Purchaser and Xxxxxxxxx Subsidiary enforceable in accordance with its termsterms (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) Other than any consents or notices required to transfer the licenses listed in Section 1.1.2 of the Disclosure Statement, the execution, delivery and performance by the Seller 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 court or governmental agency of such a nature that the failure to obtain the same would have a material adverse affect on the Assets.