Common use of Authority; No Breach Clause in Contracts

Authority; No Breach. (a) Buyer has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which it is a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Operative Documents to which it is a party have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and the Operative Documents to which it is a party shall be, when executed and delivered by Buyer, duly executed and delivered by Buyer. This Agreement constitutes, and the Operative Agreements to which Buyer is a party shall constitute, when executed and delivered by Buyer, Buyer’s legal, valid and binding obligation, enforceable against Buyer in accordance with its terms. (b) Neither the execution and delivery of this Agreement or any Operative Document by Buyer nor the consummation of any of the transactions contemplated herein or therein, nor the full performance by Buyer of its obligations hereunder or thereunder do or will at the Closing: (i) violate any provision of its certificate of incorporation, by-laws or other governing documentation; (ii) conflict with, result in a breach or violation of, or constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any agreement or commitment to which it is a party or by which any of its assets or properties is subject or bound; (iii) conflict with, violate, result in a breach of or constitute a default under any writ, injunction, statute, law, ordinance, rule, regulation, judgment, award, permit, decree, order, or process of any Governmental Entity to which Buyer or any of its assets or properties is subject; (iv) require Buyer or the Company to obtain any Consent.

Authority; No Breach. (a) Buyer Each Seller Party has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which it is a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Operative Documents to which it is a party have been duly authorized by all necessary action on the part of Buyersuch Seller Party. This Agreement has been duly executed and delivered by Buyer each Seller Party and the Operative Documents to which it is a party shall be, when executed and delivered by Buyerit, duly executed and delivered by Buyerdelivered. This Agreement constitutes, and the Operative Agreements to which Buyer each Seller Party is a party shall constitute, when executed and delivered by Buyerit, Buyersuch Seller Party’s legal, valid and binding obligation, enforceable against Buyer it in accordance with its terms. (b) Neither Except as set forth on Schedule 4.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Operative Document by Buyer any Seller Party nor the consummation of any of the transactions contemplated herein or therein, nor the full performance by Buyer such Seller Party of its obligations hereunder or thereunder do or will at the Closingwill: (i) violate any provision of its certificate of incorporation, by-laws the Operating Agreement or other governing documentationconstituent document of such Seller Party; (ii) conflict with, result in a breach or violation of, or constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any agreement or commitment to which it any Seller Party is a party or by which any Seller Party (or any of its respective assets or properties Properties) is subject or bound; (iii) result in the creation of, or give any third party the right to create, any Encumbrance upon any assets or Properties of the Company; (iv) conflict with, violate, result in a breach of or constitute a default under any writ, injunction, statute, law, ordinance, rule, regulation, judgment, award, permitPermit, decree, order, or process of any Governmental Entity to which Buyer the Company or any of its assets or properties Properties is subject; (ivv) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any contract or agreement to which the Company is a party or by which the Company (or any of its assets or Properties) is subject or bound; (vi) require Buyer or the Company to obtain any Consent; or (vii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under any contract or agreement to which the Company is a party or by which any of its assets or Properties is subject or bound.

Authority; No Breach. (a) Buyer Each Company has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which it is a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Operative Documents to which it is a party have been duly authorized by all necessary action on the part of Buyereach such Company. This Agreement has been duly executed and delivered by Buyer each of the Companies and the Operative Documents to which it is a party shall be, when executed and delivered by Buyerit, duly executed and delivered by Buyerdelivered. This Agreement constitutes, and the Operative Agreements Documents to which Buyer each Company is a party shall constitute, when executed and delivered by Buyerit, Buyersuch Company’s legal, valid and binding obligation, enforceable against Buyer it in accordance with its terms. (b) Neither Except as set forth on Schedule 4.2(b) of the Disclosure Schedule, neither the execution and delivery of this Agreement or any Operative Document by Buyer any of the Companies nor the consummation of any of the transactions contemplated herein or therein, nor the full performance by Buyer any Company of its obligations hereunder or thereunder do or will at the Closing: will: (i) violate any provision of its the articles or certificate of incorporation, incorporation or by-laws or other governing documentation; constituent documents of any such Company; (ii) conflict with, result in a breach or violation of, or constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any agreement or commitment to which it any Company, or any Subsidiary is a party or by which any Company (or any of its respective assets or properties Properties) is subject or bound; ; (iii) result in the creation of, or give any third party the right to create, any Encumbrance upon the Shares or any Purchased Assets; (iv) conflict with, violate, result in a breach of or constitute a default under any writ, injunction, statute, law, ordinance, rule, regulation, judgment, award, permitPermit, decree, order, or process of any Governmental Entity to which Buyer any Company or Purchased Assets of any of the foregoing are subject; (v) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any Contract to which any Company is a party or by which any Company (or any of its their respective assets or properties Properties) is subject; subject or bound; (ivvi) require Buyer or the any Company to obtain any ConsentConsent required pursuant to Section 2.5 hereof; or (vii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under any contract or agreement to which any Company is a party or by which any of its respective Properties is subject or bound.

Authority; No Breach. (a) Buyer has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which it is a party, and to perform, carry out and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Operative Documents to which it is a party have been duly authorized by all necessary action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and the Operative Documents to which it is a party shall be, when executed and delivered by Buyer, duly executed and delivered by Buyer. This Agreement constitutes, and the Operative Agreements Documents to which Buyer is a party shall constitute, when executed and delivered by Buyer, Buyer’s legal, valid and binding obligation, enforceable against Buyer in accordance with its terms. (b) Neither the execution and delivery of this Agreement or any Operative Document by Buyer nor the consummation of any of the transactions contemplated herein or therein, nor the full performance by Buyer of its obligations hereunder or thereunder do or will at the Closing: (i) violate any provision of its certificate of incorporation, by-laws or other governing documentation; (ii) conflict with, result in a breach or violation of, or constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any agreement or commitment to which it is a party or by which any of its assets or properties is subject or bound; (iii) conflict with, violate, result in a breach of or constitute a default under any writ, injunction, statute, law, ordinance, rule, regulation, judgment, award, permit, decree, order, or process of any Governmental Entity to which Buyer or any of its assets or properties is subject; (iv) require Buyer or the any Company to obtain any Consent.

Authority; No Breach. (a) Buyer Each of the Sellers has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to which he, she or it is a party, and to perform, carry out and consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement and the other Operative Documents to which he, she or it is a party have been duly authorized by all necessary action on the part of Buyersuch Seller. This Agreement has been duly executed and delivered by Buyer each Seller and the Operative Documents to which it any Seller is a party shall be, when executed and delivered by Buyersuch Seller, duly executed and delivered by Buyersuch Seller. This Agreement constitutes, and the Operative Agreements to which Buyer is any Seller shall be a party shall constitute, when executed and delivered by Buyersuch Seller, Buyersuch Seller’s legal, valid and binding obligation, enforceable against Buyer such Seller in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles. (b) Neither the execution and delivery of this Agreement or any Operative Document by Buyer any of the Sellers nor the consummation of any of the transactions contemplated herein or thereinTransactions, nor the full performance by Buyer any Seller of his, her or its obligations hereunder or thereunder do or will at the Closingwill: (i) conflict with, violate or result in a breach of any provision of its certificate any Organizational Documents of incorporation, by-laws or other governing documentationany Company; (ii) conflict with, violate, result in a breach or violation of, or constitute a default under (or an event which, with or without notice, lapse of time or both, would constitute a default) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to any agreement or commitment material Contract to which it any Seller or any Company is a party or by which any of its assets Seller or properties any Company is subject or bound; (iii) result in the creation of, or give any third party the right to create, any Encumbrance upon the Shares or any Properties of any Company; (iv) conflict with, violate, result in a breach of or constitute a default under any writ, injunction, statute, law, ordinance, rule, regulation, judgmentLaw, award, permitPermit, decree, orderOrder, or process of any Governmental Entity to which Buyer any Seller, any Company or any Properties of its assets or properties is any Company are subject; (ivv) terminate or modify, or give any third party the right to terminate or modify, the provisions or terms of any material Contract to which any Company is a party or by which any Company or any Properties of any Company are subject or bound; (vi) require Buyer any Seller or the any Company to obtain any Consent under any material Contract to which any Company is a party or by which any Company or any Properties of any Company are subject or bound; or (vii) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under any material Contract to which any Company is a party or by which any Properties of any Company are subject or bound. (c) No Consent, by, or any notification of or filing with any Person or Governmental Entity is required in connection with the execution, delivery and performance by any Seller of this Agreement or any of the other Operative Documents, or the consummation of the Transactions.