Common use of Authority; Binding Obligations Clause in Contracts

Authority; Binding Obligations. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by Seller and no other actions on the part of Seller are required to authorize this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Seller do not, and the performance of Seller’s obligations (a) hereunder will not, as of the date hereof and as of the Closing, and (b) under the documents contemplated hereby to be executed by Seller including the Conveyances will not, as of Closing, in each case (i) violate, or be in conflict with, any material provision of Seller’s governing documents or any judgment, decree, order, statute, rule or regulation applicable to Seller or (ii) except with respect to any waivers, consents to assign, approvals and other rights set forth on Schedule 5.16, materially violate, or be in conflict in any material respect with, any provision of any agreement or instrument to which Seller is bound. This Agreement, and all documents and instruments contemplated hereby to be executed by Seller, constitute legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, subject to all applicable bankruptcy and other similar Laws of general application with respect to creditors.

Authority; Binding Obligations. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by Seller and no other actions on the part of Seller are required to authorize this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Seller do not, and the performance of Seller’s obligations (a) hereunder will not, as of the date hereof and as of the Closing, and (b) under the documents contemplated hereby to be executed by Seller including the Conveyances will not, as of Closing, in each case (i) violate, or be in conflict with, any material provision of Seller’s governing documents documents, (ii) materially violate, or be in conflict in any material respect with, result in a material default under, give rise to any right of termination, cancellation, or acceleration under any, contract, agreement or instrument to which Seller is, or the Assets are, bound, (iii) violate or be in conflict in any material respect with any judgment, decree, order, statute, rule or regulation applicable to Seller Seller, (iv) require any consents, approvals, notifications, or authorizations from any Governmental Authorities, except such as are obtained in connection with the transfer of operatorship or customarily obtained in due course after Closing, or (iiv) except with respect to any waivers, consents to assign, approvals and other rights set forth on Schedule 5.16, materially violate, create a lien or be in conflict encumbrance in any material respect with, any provision of any agreement on the Assets or instrument to which Seller is boundtrigger an outstanding security interest in the Assets that will remain in existence after Closing. This Agreement, and all documents and instruments contemplated hereby to be executed by Seller, constitute legal, valid and binding obligations of Seller in accordance with their respective terms, enforceable against Seller in accordance with their respective terms, subject to all applicable bankruptcy and other similar Laws of general application with respect to creditors.

Authority; Binding Obligations. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by Seller and no other actions on the part of Seller are required to authorize this Agreement and the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by Seller and all agreements and documents contemplated hereby to be executed by Seller do not, and the performance of Seller’s obligations (a) hereunder will not, as of the date hereof and as of the Closing, and (b) under the documents contemplated hereby to be executed by Seller including the Conveyances thereunder will not, as of Closing, in each case (i) violate, or be in conflict with, any material provision of Seller’s governing documents documents, (ii) materially violate, or be in conflict in any material respect with, result in a material default under, give rise to any right of termination, cancellation, or acceleration under any, contract, agreement or instrument to which Seller is, or the Assets are, bound, (iii) violate or be in conflict in any material respect with any judgment, decree, order, statute, rule or regulation applicable to Seller Seller, (iv) require any consents, approvals, notifications, or authorizations from any Governmental Authorities, except such as are obtained in connection with the transfer of operatorship or customarily obtained in due course after Closing, or (iiv) except with respect to any waivers, consents to assign, approvals and other rights set forth create a lien or encumbrance on Schedule 5.16, materially violate, the Assets or be trigger an outstanding security interest in conflict the Assets that will remain in any material respect with, any provision of any agreement or instrument to which Seller is boundexistence after Closing. This Agreement, and all documents and instruments contemplated hereby to be executed by Seller, constitute legal, valid and binding obligations of Seller in accordance with their respective terms, enforceable against Seller in accordance with their respective terms, subject to all applicable bankruptcy and other similar Laws of general application with respect to creditors.