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

Authority; No Conflict; Consents. This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of each of Seller and General Partner, respectively, enforceable against such Person in accordance with their respective terms. Each of the Operators have the absolute and unrestricted right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is and to perform their respective obligations hereunder and thereunder. Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks will, directly or indirectly (with or without notice or lapse of time): contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, or Consents from, any Person are required in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Operators' obligations under this Agreement, including the transfer and assignment of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the Business.

Authority; No Conflict; Consents. This Agreement constitutes and(a) The Company (i) has the requisite corporate or limited liability company (as applicable) power and authority (A) to enter into, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of each of Seller and General Partner, respectively, enforceable against such Person in accordance with their respective terms. Each of the Operators have the absolute and unrestricted right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is the Warrant Agreement, and (B) to perform their respective obligations hereunder and thereunderconsummate any of the transactions contemplated by this Agreement and the Warrant Agreement, and (ii) has taken all necessary corporate action required for (x) the due authorization, execution and delivery of this Agreement, the Shares and the Warrant Agreement and (y) the performance and consummation of the transactions contemplated by this Agreement and the Warrant Agreement. This Agreement has been (or, in the case of the Warrant Agreement to be entered into by the Company at or prior to the Closing, will be) duly executed and delivered by the Company. This Agreement constitutes (or, in the case of the Warrant Agreement to be entered into by the Company, as the case may be, at or prior to the Closing, will constitute) the legal, valid and binding obligation of each of the Company, enforceable against the Company in accordance with its terms, except to the extent that the enforceability thereof may be limited by (I) applicable bankruptcy, insolvency, moratorium, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and (II) the fact that the courts may deny the granting or enforcement of equitable remedies. (b) Neither the execution and delivery by the Company of this Agreement or the Warrant Agreement, nor the execution or the performance or consummation or performance by the Company of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks Warrant Agreement will, directly or indirectly (with or without notice or lapse of time): time or both): (i) contravene, conflict with or result in a violation or breach of the second amended and restated certificate of incorporation of the Company, or the amended and restated by-laws of the Company (“Organizational Documents”); (ii) contravene, conflict with or result in a violation of any Law or order, writ, judgment, injunction, decree, rule, ruling, directive, stipulation, determination or award made, issued or entered by or with any Governmental Body (as defined below), whether preliminary, interlocutory or final (each, an “Order”) to which the Company or any of the properties, assets, rights or interests owned or used by any of the Company may be subject; (iii) contravene, conflict with or result in a violation or breach of any provision of, or give rise to any Person the right to declare a default of termination, acceleration or exercise any remedy cancellation under, any agreement, contract, obligation, promise, undertaking or understanding, whether written or oral to accelerate the maturity or performance of, or to cancel, terminate or modify, which any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller Company is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement Company’s properties, assets, rights or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subjectinterests are bound; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority or (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or iv) result in the imposition or creation of any Encumbrance charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership (except a Permitted Encumbrancecollectively, “Liens”) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicatedof the assets, respectivelyproperties, rights, interests or businesses owned or used by any of the Company; except, in Section 6.17 the case of clauses (ii) and Section 6.11(c(iii) of above, where such occurrence, event or result, would not, individually or in the Disclosure Letteraggregate, no notices reasonably be expected to be adverse in any material respect to the Company. (c) The Company will not be required to give any notice to, make any filing with or Consents obtain any consent, waiver, approval, order or authorization from, any Person are required individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization or Governmental Body (each, a “Person”) in connection with the execution and delivery of this Agreement or the Warrant Agreement, or the performance or consummation or performance of any of the Operators' obligations under transactions contemplated by this Agreement or the Warrant Agreement, including the transfer and assignment of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the Business.

Authority; No Conflict; Consents. (a) This Agreement constitutes and, when and each other Transaction Document to which it is a party has been duly executed and delivereddelivered by, and constitutes the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations obligation of each of Seller and General Partner, respectivelythe Republic Parties, enforceable against such Person each of them in accordance with their respective its terms. , except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. (b) Each of the Operators have Republic Parties has the absolute and unrestricted requisite corporate, partnership or other applicable right, power, authority and legal capacity to execute and deliver this Agreement and such each other Transaction Documents Document to which such Person it is or is to become a party is and to perform their respective obligations hereunder under this Agreement and thereundereach other such Transaction Document. Neither The execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by each of the Republic Parties has been duly authorized by all necessary corporate, partnership or other applicable action, as the case may be, on the part of such entity and its owners. (c) Except as disclosed in Section 8.2 of the Disclosure Letter, neither the execution and delivery of this Agreement and each other Transaction Document to which it is a party nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager Contemplated Transactions or the Bullocks other performance of its obligations hereunder or thereunder will, directly or indirectly indirectly: (with i) violate any provision of the Organizational Documents of the Republic Parties or without notice any of their Subsidiaries, as applicable; (ii) result in a violation of, or lapse give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of time): contravenethe Republic Parties or any of their Subsidiaries, conflict with as applicable, is subject; (iii) result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Republic Parties or any of their Subsidiaries; (iv) result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any of the Organizational Documents of such party or any material Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility Republic Parties or any other the Acquisition Assetsof their Subsidiaries, as applicable; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority or (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, assets owned or Consents from, used by any of the Republic Parties or any of their Subsidiaries (other than pursuant to the Transaction Documents). (d) None of the Republic Parties or their Affiliates is or will be required to obtain any Consent from any Person are required or Governmental Body in connection with the execution and delivery of this Agreement or any other Transaction Document to which it is a party or the consummation or performance of any of the Operators' obligations under this AgreementContemplated Transactions or their performance hereunder or thereunder, including except (i) the transfer Material Consents disclosed in Section 8.2 of the Disclosure Letter, which will be obtained by Closing, and assignment of any Governmental Authorization (ii) such other Consents as to which the failure to obtain them by Closing would not, individually or other Acquisition Asset necessary in the aggregate, reasonably be expected to have a RES Holding Material Adverse Effect or desirable for Buyer to conduct the Businessa RTI Material Adverse Effect.

Authority; No Conflict; Consents. (a) This Agreement constitutes and, when and each other Transaction Document to which it is a party has been duly executed and delivereddelivered by, and constitutes the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of obligation of, each of Seller and General Partner, respectivelyUSX/Kobe Party, enforceable against such Person entity in accordance with their respective its terms. , except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. (b) Each of the Operators have USX/Kobe Parties has the absolute and unrestricted requisite corporate, partnership or other applicable right, power, authority and legal capacity to execute and deliver this Agreement and such each other Transaction Documents Document to which such Person it is or is to become a party is and to perform their respective its obligations hereunder under this Agreement and thereundereach other Transaction Document to which it is a party. Neither The execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by each USX/Kobe Party have been duly authorized by all necessary corporate, partnership or other applicable action, as the case may be, on the part of such entity and its owners. (c) Except as disclosed in Section 6.2(c) of the Disclosure Letter, neither the execution and delivery of this Agreement and each other Transaction Document to which it is a party nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager Contemplated Transactions or the Bullocks other performance of its obligations hereunder or thereunder will, directly or indirectly indirectly: (with i) violate any provision of the Organizational Documents of any USX/Kobe Party or without notice any of its Subsidiaries, as applicable; (ii) result in a violation of, or lapse give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any USX/Kobe Party or any of time): contraveneits Subsidiaries, conflict with as applicable, is subject; (iii) result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any USX/Kobe Party or any of its Subsidiaries; (iv) result in a violation or breach of any provision of, or give any Person the right to declare a default or default, exercise any remedy underunder or demand a mandatory prepayment of, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any of the Organizational Documents of such party or any material Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party USX/Kobe Party or any of the Acquisition Assets may be subjectits Subsidiaries, as applicable; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority or (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, assets owned or Consents from, used by any USX/Kobe Party or any of its Subsidiaries. (d) No USX/Kobe Party or any of its Affiliates is or will be required to obtain any Consent from any Person are required or Governmental Body in connection with the execution and delivery of this Agreement or any other Transaction Document to which it is a party or the consummation or performance of any of the Operators' obligations under this AgreementContemplated Transactions or their performance hereunder or thereunder, including except (i) the transfer Material Consents disclosed in Section 6.2(d) of the Disclosure Letter, which will be obtained by Closing and assignment of any Governmental Authorization (ii) such other Consents as to which the failure to obtain them by Closing would not, individually or other Acquisition Asset necessary in the aggregate, reasonably be expected to have a USS/Kobe Material Adverse Effect or desirable for Buyer to conduct the Businessa RTI Material Adverse Effect.

Authority; No Conflict; Consents. (a) This Agreement constitutes and, when and each other Transaction Document to which it is a party has been duly executed and delivereddelivered by, and constitutes the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of obligation of, BarTech and each of Seller and General Partner, respectivelythe BV Parties, enforceable against such Person it in accordance with their respective its terms. Each , except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. (b) BarTech and each of the Operators have BV Parties has the absolute and unrestricted requisite corporate, partnership, company or other applicable right, power, authority and legal capacity to execute and deliver this Agreement and such each other Transaction Documents Document to which such Person it is or is to become a party is and to perform their respective its obligations hereunder under this Agreement and thereundereach other Transaction Document to which it is a party. Neither The execution, delivery and performance of this Agreement and each other Transaction Document to which it is a party by BarTech and each of the BV Parties have been duly authorized by all necessary corporate, partnership, company or other applicable action, as the case may be, on the part of such entity and its owners. (c) Except as disclosed in Section 7.2(c) of the Disclosure Letter, neither the execution and delivery of this Agreement and each other Transaction Document to which it is a party nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager Contemplated Transactions or the Bullocks other performance of its obligations hereunder or thereunder will, directly or indirectly indirectly: (with i) violate any provision of the Organizational Documents of BarTech or without notice any of its Subsidiaries or lapse of time): contraveneany of the BV Parties; (ii) result in a violation of, conflict with or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which BarTech or any of its Subsidiaries or any of the BV Parties is subject; (iii) result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by BarTech or any of its Subsidiaries or any of the BV Parties; (iv) result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any material Contract of the Organizational Documents of such party BarTech or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party its Subsidiaries or any of the Acquisition Assets may be subjectBV Parties; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority or (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, assets owned or Consents from, used by BarTech or any of its Subsidiaries or any of the BV Parties (other than pursuant to the Transaction Documents). (d) None of BarTech or its Affiliates or the BV Parties is or will be required to obtain any Consent from any Person are required or Governmental Body in connection with the execution and delivery of this Agreement or any other Transaction Document to which it is a party or the consummation or performance of any of the Operators' obligations under this AgreementContemplated Transactions or their performance hereunder or thereunder, including except (i) the transfer Material Consents disclosed in Section 7.2(d) of the Disclosure Letter, which will be obtained by Closing, and assignment of any Governmental Authorization (ii) such other Consents as to which the failure to obtain them by Closing would not, individually or other Acquisition Asset necessary in the aggregate, reasonably be expected to have a BarTech Material Adverse Effect or desirable for Buyer to conduct the Businessa RTI Material Adverse Effect.

Authority; No Conflict; Consents. (a) This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations obligation of each of Seller Reid Xxxpany and General Partner, respectivelythe Reid Xxxent, enforceable against such Person entities in accordance with their respective terms. its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. (b) Each of Reid Xxxpany and the Operators have Reid Xxxent has the absolute and unrestricted requisite corporate, limited partnership or limited liability company right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is and to perform their respective its obligations hereunder under this Agreement. The execution, delivery and thereunder. Neither performance of this Agreement by each Reid Xxxpany and the Reid Xxxent have been duly authorized by all necessary corporate, limited partnership or limited liability company action, as the case may be, on the part of such entity and its owners. (c) Except as disclosed in Section 3.2(c) of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks Contemplated Transactions will, directly or indirectly indirectly: (with or without notice or lapse of time): contravene, i) conflict with any provision of the Organizational Documents of any Reid Xxxpany or the Reid Xxxent; (ii) result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Reid Xxxpany or the Reid Xxxent is subject; (iii) result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Reid Xxxpany or the Reid Xxxent; (iv) result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result Reid Xxxpany described in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such assetSection 3.14(a); or or (v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, assets owned or Consents from, used by any Reid Company. (d) Neither any Reid Xxxpany nor the Reid Xxxent is or will be required to obtain any material Consent from any Person are required or Governmental Body in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Operators' obligations under this AgreementContemplated Transactions, including except the transfer and assignment Material Consents disclosed in Section 3.2(d) of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the BusinessDisclosure Letter.

Authority; No Conflict; Consents. (a) This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations obligation of each of Seller Suiza Company and General Partner, respectivelythe Suiza Parent, enforceable against such Person entities in accordance with their respective terms. its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles. (b) Each of Suiza Company and the Operators Suiza Parent have the absolute and unrestricted requisite corporate right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is and to perform their respective obligations hereunder under this Agreement. The execution, delivery and thereunder. Neither performance of this Agreement by each Suiza Company and the Suiza Parent have been duly authorized by all necessary corporate action on the part of such entities and their owners. (c) Except as disclosed in Section 4.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks Contemplated Transactions will, directly or indirectly indirectly: (with or without notice or lapse of time): contravene, i) conflict with any provision of the Organizational Documents of any Suiza Company or the Suiza Parent; (ii) result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Suiza Company or the Suiza Parent is subject; (iii) result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Suiza Company or the Suiza Parent; (iv) result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result Suiza Company described in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such assetSection 4.14(a); or or (v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, assets owned or Consents from, used by any Suiza Company. (d) No Suiza Company nor the Suiza Parent is or will be required to obtain any material Consent from any Person are required or Governmental Body in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Operators' obligations under this AgreementContemplated Transactions, including except the transfer and assignment Material Consents disclosed in Section 4.2 of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the BusinessDisclosure Letter, which will be obtained by Closing.

Authority; No Conflict; Consents. This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of each of (a) Seller and General Partner, respectively, enforceable against such Person in accordance with their respective terms. Each of the Operators have the absolute and unrestricted has all requisite legal right, power, capacity and authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents the Related Agreements to which such Person Seller is or is to become a party is and to fully perform their respective Seller’s obligations hereunder and thereunder. Neither This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by any applicable Debtor Relief Laws. Upon the execution and delivery by Seller of the Related Agreements to which Seller is a party, such Related Agreements shall constitute the legal, valid, and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as such enforceability may be limited by any applicable Debtor Relief Laws. (b) Except as set forth on Schedule 3.3(b), neither the execution, delivery, and performance of this Agreement and the Related Agreements nor the consummation completion of the Contemplated Transactions will, directly or performance indirectly, (i) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of the Company, (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Seller is subject, (iii) contravene, conflict with, or result in a violation of any of the transactions contemplated by this Agreement by Sellerterms or requirements of, General Partneror give any Governmental Body the right to revoke, Manager withdraw, suspend, cancel, or the Bullocks willterminate any Governmental Authorization that is listed on Schedule 3.9(b), directly or indirectly (with or without notice or lapse of time): iv) contravene, conflict with with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, cancel or terminate or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether the Company or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict withby which the Company or Seller is bound, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letterproperty or assets of the Company or any of the Purchased Shares. (c) Except as set forth on Schedule 3.3(c), no notices tonone of the Company, the Seller, or Consents fromACIC are, or will be, required to give any notice to or obtain any Consent from any Person are required in connection with the execution execution, delivery and delivery performance of this Agreement and the Related Agreements or the consummation or performance of any completion of the Operators' obligations under this Agreement, including the transfer and assignment of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the BusinessContemplated Transactions.

Authority; No Conflict; Consents. This (a) Each of this Agreement constitutes and, when executed and delivered, the other Transaction Ancillary Documents to which an Operator the applicable Seller is or is to become a party will constitute, is a legal, valid valid, and binding obligations obligation of each of Seller and General Partner, respectivelySeller, enforceable against such Person Seller in accordance with their its respective terms, except that such enforcement may be subject to or limited by (i) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Each of the Operators have the absolute and unrestricted Seller has all right, power, power and authority and legal capacity to execute and deliver this Agreement and such other Transaction the Ancillary Documents to which such Person it is or is to become a party is and to perform their respective its obligations hereunder under this Agreement and thereunderthe Ancillary Documents to which it is a party. Neither No further action on the part of Seller is necessary to authorize the execution, delivery and performance by Seller of the forgoing agreements and consummation by it of the transactions contemplated hereby and thereby. (b) The execution and delivery of this Agreement nor and the Ancillary Documents by Seller does not, and the consummation or performance by Seller of any of the transactions contemplated by this Agreement by SellerContemplated Transactions will not, General Partner, Manager or the Bullocks will, directly or indirectly (with or without notice or lapse of time): contravene, i) conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any of the Organizational Documents articles of such party incorporation or any Contract or any agreement to which such party by laws of Seller, (whether or not Seller is a party theretoii) or any Acquisition Assets may be subject; contravene, conflict with, with or result in a violation of any applicable Law Order to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party Seller or any of the Acquisition Purchased Assets may be subject; contravene, (iii) conflict with, with or result in a violation of any of the terms or requirements of any Seller Approval, (iv) conflict with, result in a violation or breach of, or give constitute a default under, result in the acceleration of, create in any Governmental Authority party the right to revoketerminate, withdraw, suspend, cancel, terminate modify or modify, cancel any Governmental Authorization that is held by provision of any Seller Contract or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject toLeases, or to become liable for (v) assuming the payment Landlord Consents (as hereafter defined) are obtained, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of, create in any Tax for party the Business's operations prior right to the Closing; cause terminate, modify or cancel any provision of the Acquisition Assets to be reassessed or revalued by any Governmental Authority Assigned Leases, (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or vi) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition of the Purchased Assets. , or (vii) require any filing with, permit or consents of any Governmental Authority or other Persons, other than those which have been obtain or will be obtained at Closing. (c) Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(cas set forth on the Part 3.2(c) of the Disclosure Letter, no notices toand except for the Landlord Consents (as hereafter defined), Seller is not required to obtain any Consent from, or Consents fromprovide any notice to, any Person are required in connection with the execution and delivery of this Agreement or the Ancillary Documents or the consummation or performance of any of the Operators' obligations under Contemplated Transactions, except for such failures to obtain Consents or to provide notices which, individually or in the aggregate, will result in a Material Adverse Change. (d) Seller has the requisite power and authority to execute and deliver this Agreement, including Agreement and each other Transaction Document to which it is a party and to consummate the transfer transactions contemplated hereby and assignment of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the Businessthereby.

Authority; No Conflict; Consents. This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid and binding obligations of each (a) Each of Seller and General Partner, respectively, enforceable against such Person in accordance with their respective terms. Each of the Operators have the absolute Company has full corporate power and unrestricted right, power, authority and legal capacity to execute and deliver this Agreement and such other Transaction Documents the Related Agreements to which such Person it is or is to become a party is and to perform their respective its obligations hereunder and thereunder. Neither This Agreement has been duly executed and delivered by the Company and Seller. The execution, delivery and performance of this Agreement and the consummation of the Merger and of the Contemplated Transactions have been duly authorized by all necessary corporate action on the part of Seller and the Company, and no other corporate proceedings on the part of Seller or the Company are necessary to authorize this Agreement or to consummate the Merger or any of the Contemplated Transactions. The shareholders of Seller are not required to approve this Agreement or the Merger or the Contemplated Transactions. (b) This Agreement constitutes the legal, valid, and binding obligation of Seller and the Company, enforceable against them in accordance with its terms, except as such enforceability may be limited by any Debtor Relief Laws. Upon the execution and delivery by Seller and/or the Company of the Related Agreements to which Seller and/or the Company is a party, such Related Agreements will constitute the legal, valid, and binding obligations of Seller and/or the Company, enforceable against Seller and/or the Company in accordance with their respective terms, except as such enforceability may be limited by any Debtor Relief Laws. (c) Except as set forth on Schedule 3.3(c), neither the execution, delivery, and performance of this Agreement and the Related Agreements nor the consummation completion of the Contemplated Transactions will, (i) contravene, conflict with, or performance result in a violation of any provision of the Organizational Documents of the Company or Seller, (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company or Seller is subject, (iii) contravene, conflict with, or result in a violation of any of the transactions contemplated by this Agreement by Sellerterms or requirements of, General Partneror give any Governmental Body the right to revoke, Manager withdraw, suspend, cancel, or the Bullocks will, directly or indirectly terminate any Governmental Authorization that is listed on Schedule 3.9(b); (with or without notice or lapse of time): iv) contravene, conflict with with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, cancel or terminate or modify, any of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict withMaterial Contract, or result in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such asset); or v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure LetterCompany Shares or any of the property or assets of the Company. (d) Except as set forth on Schedule 3.3(d), no notices toneither the Company nor Seller is, or Consents fromwill be, required to give any notice to or obtain any Consent from any Person are required in connection with the execution execution, delivery and delivery performance of this Agreement and the Related Agreements or the consummation or performance of any completion of the Operators' obligations under this Agreement, including the transfer and assignment of any Governmental Authorization or other Acquisition Asset necessary or desirable for Buyer to conduct the BusinessContemplated Transactions.

Authority; No Conflict; Consents. (a) This Agreement constitutes and, when executed and delivered, the other Transaction Documents to which an Operator is or is to become a party will constitute, legal, valid valid, and binding obligations obligation of each of Seller and General Partner, respectivelythe Sellers, enforceable against such Person Seller in accordance with their respective terms. its terms except to the extent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws relating or affecting creditors' rights generally and by general equity principles. (b) Each of Seller has the Operators have the absolute and unrestricted requisite cooperative or corporate right, power, authority authority, and legal capacity to execute and deliver this Agreement and such other Transaction Documents to which such Person is or is to become a party is and to perform their respective its obligations hereunder under this Agreement. The execution, delivery and thereunder. Neither performance of this Agreement by each of the Sellers have been duly authorized by all necessary corporate or cooperative action, as the case may be, on the part of the Company, the Sellers and the owners of the Sellers. (c) Except for any Consent which may be required under the HSR Act, neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions contemplated by this Agreement by Seller, General Partner, Manager or the Bullocks Contemplated Transactions will, directly or indirectly indirectly: (with or without notice or lapse of time): contravene, i) conflict with (A) any provision of the Organizational Documents, or (B) any resolution adopted by the Representative Committee of the Company or the owners of the Interests of the Company; (ii) result in a violation of, or give any Governmental Body or other Person the right to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Company is subject; (iii) result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company; (iv) result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate terminate, or modify, any Contract of the Organizational Documents of such party or any Contract or any agreement to which such party (whether or not Seller is a party thereto) or any Acquisition Assets may be subject; contravene, conflict with, or result Company described in a violation of any applicable Law to which such party or any Acquisition Assets may be subject or give any Governmental Authority or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under any Law to which such party or any of the Acquisition Assets may be subject; contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to the Business, the Facility or any other the Acquisition Assets; cause Buyer to become subject to, or to become liable for the payment of, any Tax for the Business's operations prior to the Closing; cause any of the Acquisition Assets to be reassessed or revalued by any Governmental Authority (except to the extent that any of the same would customarily be reassessed or revalued by such Governmental Authority upon a sale of such assetSection 3.14(a); or or (v) result in the imposition or creation of any Encumbrance (except a Permitted Encumbrance) upon or with respect to any Acquisition Assets. Except for those Governmental Authorizations and Consents under Designated Contracts indicated, respectively, in Section 6.17 and Section 6.11(c) of the Disclosure Letter, no notices to, assets owned or Consents from, used by the Company. (d) No Seller or the Company is or will be required to obtain any Consent from any Person are required or Governmental Body in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Operators' obligations Contemplated Transactions, except for: (i) Consents, if any, required under this Agreement, including the transfer and assignment of any Governmental Authorization HSR Act; (ii) Consents as will be obtained by Closing; or other Acquisition Asset necessary or desirable for Buyer (iii) where the failure to conduct the Businessobtain such Consents will not have a Material Adverse Effect.