Common use of AUTHORITY; NO CONFLICT; NO CONSENT Clause in Contracts

AUTHORITY; NO CONFLICT; NO CONSENT. (a) This Agreement constitutes the legal, valid, and binding obligation of each Seller, enforceable against each such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity. Each Seller has the power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery by each Seller of this Agreement and the Escrow Agreement, if applicable, and the consummation by each Seller of the Contemplated Transactions and any transactions contemplated by such related agreements (to the extent applicable to it) have been duly authorized and approved, as applicable, and no other action with respect to each such Seller is necessary to authorize, as applicable, this Agreement, such related agreements or such transactions contemplated hereby or thereby. (b) Except as set forth in Part 4.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement and the Escrow Agreement, if applicable, nor the consummation or performance of any of the Contemplated Transactions by each Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any such Sellers, as applicable, or (B) any resolution adopted by the board of directors or the stockholders or other equity holders of such Seller, as applicable; and (ii) contravene, conflict with, or result in a violation in any material respect of, or give any Governmental Body or other Person the right to challenge this Agreement or any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which such Sellers may be subject. Except as set forth in Part 4.2(b) of the Disclosure Letter, none of the Sellers are or will be required (x) to give any notice to or (y) obtain any Governmental Authorization or other material Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

AUTHORITY; NO CONFLICT; NO CONSENT. (a) This Agreement constitutes the legal, valid, and binding obligation of each Sellerthe Company, enforceable against each such Seller the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity. Each Seller . (b) The Company has the all necessary power, authority, and capacity to execute and deliver this Agreement and to perform its respective obligations under this Agreement. The execution and delivery by each Seller the Company of this Agreement and any agreements to which it is a party required to consummate the Escrow Agreement, if applicable, Contemplated Transactions and the consummation by each Seller the Company of the any Contemplated Transactions and any transactions contemplated by such related agreements (to the extent applicable to it) which it is a party have been duly authorized and approved, as applicable, approved by the Company and no other action with respect to each such Seller by the Company or its members is necessary to authorize, as applicable, this Agreement, such related ,. the agreements to which the Company is a party required to consummate the Contemplated Transactions or such transactions contemplated hereby or therebythe Contemplated Transactions to which the Company is a party. (bc) Except as set forth in Part 4.2(b) 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement and the Escrow Agreement, if applicable, nor the consummation or performance of any of the Contemplated Transactions by each Seller the Company will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any such Sellersthe Company, as applicable, or (B) any resolution adopted by the board of directors or the stockholders members or other equity holders of such Sellerthe Company, as applicable; and; (ii) except as would not reasonably be expected to result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, and would not give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, contravene, conflict with, or result in a violation in any material respect of, or give any Governmental Body or other Person the right to challenge this Agreement or any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which such Sellers may any of the Company or any of its Subsidiaries, or any of the properties or assets owned or used by any of the Company or any of its Subsidiaries are subject; (iii) except as would not reasonably be subjectexpected to result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, contravene, conflict with, or 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 material Governmental Authorization that is held by any of the Company or any of its Subsidiaries or that otherwise relates to the business of, or any of the properties or assets owned or used by, any of the Company or any of its Subsidiaries; (iv) except as would not reasonably be expected to result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, contravene, conflict with, or result in a material 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 material Applicable Contract of the Company or any of its Subsidiaries; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Interests; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the properties or assets owned or used by any of the Company or any of its Subsidiaries except in each case as would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Except for the Consents as set forth in Part 4.2(b) 3.2 of the Disclosure Letter, none neither the Company nor any of the Sellers are or will be its Subsidiaries is required to (x) to give any notice to or (y) obtain any Governmental Authorization or other material Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions other than those required as a result of the identity or ownership of Parent or Buyer.

AUTHORITY; NO CONFLICT; NO CONSENT. (a) This Agreement constitutes the legal, valid, and binding obligation of each Sellerthe Company, enforceable against each such Seller the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity. Each Seller . (b) The Company has the all necessary right, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery by each Seller the Company of this Agreement and any agreements to which it is a party required to consummate the Escrow Agreement, if applicable, Contemplated Transactions and the consummation by each Seller the Company of any of the Contemplated Transactions and any transactions contemplated by such related agreements (to the extent applicable to it) which it is a party have been duly authorized and approved, as applicable, approved by the Company and no other action with respect to each such Seller by the Company or its shareholders is necessary to authorize, as applicable, this Agreement, such related the agreements to which the Company is a party required to consummate the Contemplated Transactions or such transactions contemplated hereby or therebythe Contemplated Transactions to which the Company is a party. (bc) Except as set forth in Part 4.2(b) 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement and the Escrow Agreement, if applicable, nor the consummation or performance of any of the Contemplated Transactions by each Seller the Company will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any such Sellersthe Company, as applicable, or (B) any resolution adopted by the board of directors or the stockholders shareholders or other equity holders of such Sellerthe Company, as applicable; and; (ii) except as would not reasonably be expected to result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, would not give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions, contravene, conflict with, or result in a violation in any material respect of, or give any Governmental Body or other Person the right to challenge this Agreement or any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which such Sellers may any of the Company or any of its Subsidiaries, or any of the properties or assets owned or used by any of the Company or any of its Subsidiaries are subject; (iii) except as would not reasonably be subject. expected to result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, contravene, conflict with, or 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 material Governmental Authorization that is held by any of the Company or any of its Subsidiaries or that otherwise relates to the business of, or any of the properties or assets owned or used by, any of the Company or any of its Subsidiaries; (iv) except as would not reasonably be expected to result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, contravene, conflict with, or result in a material 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 material Applicable Contract of the Company or any of its Subsidiaries; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the Interests; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the properties or assets owned or used by any of the Company or any of its Subsidiaries except in each case as would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (d) Except as set forth for the Required Consents specified in Part 4.2(b) 3.2 of the Disclosure Letter, none of there is no requirement for the Sellers are or will be required Company to (x) to give any notice to or (y) obtain any Governmental Authorization or other material Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsTransactions other than those, if any, that relate to the identity or ownership of the Parent, the Buyer Parent or of the Buyer.

AUTHORITY; NO CONFLICT; NO CONSENT. (a) This Agreement constitutes the legal, valid, and binding obligation of each such Seller, enforceable against each such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity. Each . (b) Such Seller has the power, authority, and capacity to execute and deliver this Agreement and to perform its respective obligations under this Agreement. The execution and delivery by each such Seller of this Agreement and any agreements required to consummate the Escrow Agreement, if applicable, Contemplated Transactions and the consummation by each such Seller of the Contemplated Transactions and any transactions contemplated by such related agreements (to the extent applicable to it) have been duly authorized and approved, as applicable, by such Seller and no other action with respect to each such Seller is necessary to authorize, as applicable, this Agreement, such related agreements Agreement or such transactions contemplated hereby or therebyContemplated Transactions. (bc) Except as set forth in Part 4.2(b) 4.2 of the Disclosure Letter, neither the execution and delivery of this Agreement and the Escrow Agreement, if applicable, by such Seller, nor the consummation or performance of any of the Contemplated Transactions by each such Seller will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any such SellersSeller, as applicable, or (B) any resolution adopted by the board of directors or directors, the stockholders or other equity holders of such Seller, as applicable; andor (ii) contravene, conflict with, or result in a violation in any material respect of, or give any Governmental Body or other Person the right to challenge this Agreement or any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which such Sellers Seller may be subject. Except as set forth in Part 4.2(b) 4.2 of the Disclosure Letter, none of the Sellers are or will be such Seller is not required to (x) to give any notice to or (y) obtain any Governmental Authorization or other material Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

AUTHORITY; NO CONFLICT; NO CONSENT. (a) This Agreement constitutes the legal, valid, and binding obligation of each Sellerthe Company, enforceable against each such Seller the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity. Each Seller The Company has the all necessary power, authority, and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution and delivery by each Seller the Company of this Agreement and any agreements required to consummate the Escrow Agreement, if applicable, Contemplated Transactions and the consummation by each Seller the Company of the Contemplated Transactions and any transactions contemplated by such related agreements (to the extent applicable to it) have been duly authorized and approved, as applicable, and no other action with respect to each such Seller the Company is necessary to authorize, as applicable, this Agreement, such related the agreements required to consummate the Contemplated Transactions or such transactions contemplated hereby or therebythe Contemplated Transactions. (b) Except as set forth in Part 4.2(b) 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement and the Escrow Agreement, if applicable, nor the consummation or performance of any of the Contemplated Transactions by each Seller the Company will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any such Sellersof the Company, as applicable, or (B) any resolution adopted by the board of directors or the stockholders members or other equity holders of such Sellerthe Company, as applicable; and; (ii) contravene, conflict with, or result in a violation in any material respect of, or give any Governmental Body or other Person the right to challenge this Agreement or any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which such Sellers any of the Company or any of its Subsidiaries, or any of the properties or assets owned or used by the Company or any of its Subsidiaries may be subject; (iii) contravene, conflict with, or 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 material Governmental Authorization that is held by the Company or any of its Subsidiaries or that otherwise relates to the business of, or any of the properties or assets owned or used by the Company or any of its Subsidiaries; (iv) contravene, conflict with, or result in a material 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 material Applicable Contract of the Company or any of its Subsidiaries; (v) result in the imposition or creation of any Encumbrance upon or with respect to any of the properties or assets owned or used by the Company or any of its Subsidiaries except in each case as would not result in a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. Except as set forth in Part 4.2(b) 3.2 of the Disclosure Letter, none neither the Company nor any of the Sellers are its Subsidiaries is or will be required (x) to give any notice to or (y) obtain any Governmental Authorization or other material Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.