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

Authority; Enforceability; No Conflict; Consents. The execution, delivery and performance by the Buyer of this Agreement and each of the Related Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of the Buyer. This Agreement constitutes, and each Related Agreement to which the Buyer or any Member is a party, when executed and delivered by the Buyer or such Member will constitute, the legal, valid and binding obligations of the Buyer or such Member, as the case may be, enforceable against the Buyer or such Member, as the case may be, in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principles. Neither the execution, delivery and performance of this Agreement or the Related Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Agreements to which the Buyer or any Member is a party, nor the consummation by the Buyer or any Member of the transactions contemplated hereby or thereby, nor compliance by the Buyer or any Member with any provision hereof or thereof will conflict with, result in any breach or violation of, cause a default under (with or without due notice, lapse of time or both), give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any benefit under or result in the creation of any Encumbrance on or against any assets, rights or property of the Buyer or such Member under any term, condition or provision of (x) the organizational documents of the Buyer, as amended through the date hereof, (y) any Contract to which the Buyer or such Member is a party, or by which the Buyer, such Member or any of its respective properties, assets or rights may be bound or (z) any law, statute, rule, regulation, judgment, order, injunction, decree, or permit of any Governmental Authority applicable to the Buyer, such Member or any of its respective properties, assets or rights, in each case, which conflict, breach, default or violation or other event would impair in any material respect or prevent the consummation of the transactions contemplated by this Agreement or any of the Related Agreements. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by the Buyer or the Members of this Agreement or any of the Related Agreements to which the Buyer or any Member is a party or the consummation by the Buyer or the Members of the transactions contemplated hereby or thereby.

Authority; Enforceability; No Conflict; Consents. The execution, delivery and performance by the Buyer Company and Parent of this Agreement and each of the Transfer Documents and other agreements contemplated by this Agreement (the “Related Agreements Agreements”) to which the Buyer either of them is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company action on the part of the BuyerCompany and all necessary corporate action on the part of Parent. This Agreement constitutes, and each such Related Agreement to which the Buyer or any Member is a partyAgreement, when executed and delivered by the Buyer or such Member Company and Parent will constitute, the legal, valid and binding obligations of the Buyer or such Member, Company and Parent (as the case may beapplicable), enforceable against the Buyer or such Member, as the case may be, them in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principles. Neither Except as set forth in Section 3.1(c) of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement or the Related Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Agreements to which the Buyer Company or any Member Parent is a party, nor the consummation by the Buyer Company or any Member Parent of the transactions contemplated hereby or thereby, nor compliance by the Buyer Company or any Member Parent with any provision hereof or thereof will (i) conflict with, result in any breach or violation of, cause a default under (with or without due notice, lapse of time or both), give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any benefit under or result in the creation of any Encumbrance on or against any assets, rights or property of the Buyer or such Member Company under any term, condition or provision of (x) the organizational documents of the Buyer, as amended through the date hereof, (y) any Contract to which the Buyer Company or such Member Parent is a party, or by which the Buyer, such Member Company or Parent or any of its respective properties, assets or rights may be bound and or which the Company has knowledge or (zy) any law, statute, rule, rule or regulation, or judgment, order, injunction, decree, decree or permit of which the Company has knowledge, of any Federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality (“Governmental Authority Authority”) applicable to the BuyerCompany, such Member Parent or any of its respective their properties, assets or rights, in each any case, which conflictexcept as would not have a Material Adverse Effect, breach, default or violation (ii) conflict with or other event would impair result in any material respect or prevent the consummation violation of the transactions contemplated by this Agreement or any organizational documents of the Related AgreementsCompany, as amended through the date hereof. No Except as set forth in Section 3.1(c) of the Disclosure Schedule, to the knowledge of the Company, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by the Buyer Company or the Members Parent of this Agreement or any of the Related Agreements to which the Buyer or any Member is a party or the consummation by the Buyer Company or the Members Parent of the transactions contemplated hereby or thereby. As used in this Agreement, the term “Encumbrance” shall mean any security interest, mortgage, lien, pledge or other encumbrance.

Authority; Enforceability; No Conflict; Consents. The execution, delivery and performance by the Buyer Seller and Alloy of this Agreement and each of the Related Agreements to which the Buyer Seller or Alloy is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company corporate action on the part of the BuyerSeller and Alloy. The Seller and Alloy have duly executed and delivered this Agreement and each of the Related Agreements to which it is a party. This Agreement constitutes, and each such Related Agreement to which the Buyer or any Member is a party, when executed and delivered by the Buyer or such Member will constitute, constitutes the legal, valid and binding obligations of the Buyer or such Member, as the case may beSeller and Alloy, enforceable against the Buyer or such Member, as the case may be, them in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither Except as set forth in Section 3.2 of the Disclosure Schedule, neither the execution, delivery and performance of this Agreement or the Related Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Agreements to which the Buyer or any Member is they are a party, nor the consummation by the Buyer Seller or any Member Alloy of the transactions contemplated hereby or thereby, nor compliance by the Buyer Seller or any Member Alloy with any provision hereof or thereof will conflict with, result in any breach or violation of, cause a default under (with or without due notice, lapse of time or both), give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any benefit under or result in the creation of any Encumbrance on or against any assets, rights or property of the Buyer or such Member Acquired Assets under any term, condition or provision of (x) the organizational organization documents of the BuyerSeller or Alloy, as amended through the date hereof, (y) any Assigned Contract to which the Buyer or such Member is a party, or by which the Buyer, such Member or any of its respective properties, assets or rights may be bound or (z) any law, statute, rule, regulation, judgmentorder, orderwrit, injunction, decree, permit, concession, license or permit franchise of any federal, state, municipal, foreign or other governmental court, department, commission, board, bureau, agency or instrumentality (“Governmental Authority Authority”) applicable to the Buyer, such Member Seller or Alloy or any of its respective their properties, assets or rights, . Except as set forth in each case, which conflict, breach, default or violation or other event would impair in any material respect or prevent the consummation Section 3.2 of the transactions contemplated by this Agreement or any of the Related Agreements. No Disclosure Schedule, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by the Buyer Seller or the Members Alloy of this Agreement or any of the Related Agreements to which the Buyer or any Member is a party or the consummation by the Buyer Seller or the Members Alloy of the transactions contemplated hereby or thereby. As used in this Agreement, the term “Encumbrances” means any mortgage, pledge, security interest, claim, lien (including any lien for Taxes), charge, encumbrance (including, without limitation, any leasehold interests, licenses or other rights, in favor of a third party or Seller or Alloy, to use any portion of the Acquired Assets), lease, covenant, easement, option, right of others, deed of trust, hypothecation, conditional sale, restriction (whether voting, sale, transfer, disposition, or otherwise), security interest, claim, option or judgment, in each case of any kind or nature, whether secured or unsecured, xxxxxx or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, contingent or non-contingent, material or immaterial, known or unknown, and including all claims based on any theory that the Buyer is a successor, transferee or continuation of the Seller or the Business, and whether imposed by agreement, understanding, regulation, equity or otherwise.

Authority; Enforceability; No Conflict; Consents. The execution, delivery and performance by Parent and the Buyer of this Agreement and each of the Related Agreements to which Parent or the Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary limited liability company corporate action on the part of Parent and the Buyer. This Parent and the Buyer have duly executed and delivered this Agreement constitutes, and each of the Related Agreement Agreements to which the Buyer or any Member it is a party, when executed . This Agreement constitutes and delivered by the Buyer or each such Member will constitute, Related Agreement constitutes the legal, valid and binding obligations of Parent and the Buyer or such Member, as the case may beBuyer, enforceable against the Buyer or such Member, as the case may be, them in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution, delivery and performance of this Agreement or the Related Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Agreements to which Parent or the Buyer or any Member is a party, nor the consummation by Parent or the Buyer or any Member of the transactions contemplated hereby or thereby, nor compliance by Parent or the Buyer or any Member with any provision hereof or thereof will conflict with, result in any breach or violation of, cause a default under (with or without due notice, lapse of time or both), give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any benefit under or result in the creation of any Encumbrance on or against any assets, rights or property of the Buyer or such Member under any term, condition or provision of (x) the organizational documents of Parent or the Buyer, as amended through the date hereof, (y) any Contract to which Parent or the Buyer or such Member is a party, or by which Parent or the Buyer, such Member Buyer or any of its respective properties, assets or rights may be bound or (z) any law, statute, rule, regulation, judgmentorder, orderwrit, injunction, decree, permit, concession, license or permit franchise of any Governmental Authority applicable to Parent or the Buyer, such Member Buyer or any of its their respective properties, assets or rights, in each case, which conflict, breach, default or violation or other event conflict would impair in any material respect or prevent the consummation of the transactions contemplated by this Agreement or any of the Related Agreements. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by Parent or the Buyer or the Members of this Agreement or any of the Related Agreements to which the Parent or Buyer or any Member is a party or the consummation by Parent or the Buyer or the Members of the transactions contemplated hereby or thereby.

Authority; Enforceability; No Conflict; Consents. The execution, delivery and performance by Parent and the Buyer of this Agreement and each of the Related Agreements to which Parent or the Buyer is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or limited liability company action action, as applicable, on the part of Parent and the Buyer. This Parent and the Buyer have duly executed and delivered this Agreement constitutes, and each of the Related Agreement Agreements to which the Buyer or any Member it is a party, when executed . This Agreement constitutes and delivered by the Buyer or each such Member will constitute, Related Agreement constitutes the legal, valid and binding obligations of Parent and the Buyer or such Member, as the case may beBuyer, enforceable against the Buyer or such Member, as the case may be, them in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the rights of creditors generally and by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution, delivery and performance of this Agreement or the Related Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission Pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. Agreements to which Parent or the Buyer or any Member is a party, nor the consummation by Parent or the Buyer or any Member of the transactions contemplated hereby or thereby, nor compliance by Parent or the Buyer or any Member with any provision hereof or thereof will conflict with, result in any breach or violation of, cause a default under (with or without due notice, lapse of time or both), give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any benefit under or result in the creation of any Encumbrance on or against any assets, rights or property of Parent or the Buyer or such Member under any term, condition or provision of (xi) the organizational documents of Parent or the Buyer, as amended through the date hereof, (yii) any Contract to which Parent or the Buyer or such Member is a party, or by which Parent or the Buyer, such Member Buyer or any of its respective properties, assets or rights may be bound or (ziii) any law, statute, rule, regulation, judgmentorder, orderwrit, injunction, decree, permit, concession, license or permit franchise of any Governmental Authority applicable to Parent or the Buyer, such Member Buyer or any of its their respective properties, assets or rights, in each case, which conflict, breach, default or violation or other event would impair in any material respect or prevent the consummation of the transactions contemplated by this Agreement or any of the Related Agreements. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other Person is required in connection with the execution, delivery and performance by Parent or the Buyer or the Members of this Agreement or any of the Related Agreements to which the Parent or Buyer or any Member is a party or the consummation by Parent or the Buyer or the Members of the transactions contemplated hereby or thereby, other than (x) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (y) the filing with the Securities and Exchange Commission (the “SEC”) of such reports, information, registration statements and other documents under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act, and with other Governmental Authorities in accordance with state “blue sky” laws, all as may be required in connection with this Agreement and the transactions contemplated hereby and (z) such other consents, waivers, authorizations, filings, approvals and registrations which if not obtained or made would not impair in any material respect the ability of Parent or the Buyer to consummate the transactions contemplated by this Agreement.