Common use of Authority; No Conflicts; Governmental Consents Clause in Contracts

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general principles (regardless of whether such enforceability is considered in a proceeding in equity or law). (b) Except as disclosed on Schedule 5.1(b), the execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer under, any provision of (i) the Certificate of Incorporation or By-Laws of Buyer, (ii) any Contract binding upon Buyer or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(C) below, any Requirement of Law applicable to Buyer or its property or assets. No material consent, approval, license, permit order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and (C) those that may be required solely by reason of Seller's (as opposed to any other third party's) participation in the Transactions.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer MagneTek has all requisite corporate power and authority to enter into this Agreement and the Transitional Services Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer MagneTek to authorize the execution, delivery and performance of this Agreement and the Transitional Services Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly When executed and delivered by Buyer Sellers who are parties thereto at the Closing, this Agreement and constitutes a the Transitional Services Agreement will constitute valid and binding obligation obligations of BuyerSellers who are parties thereto respectively, enforceable against Buyer Sellers who are parties thereto in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b)2.2, the execution and delivery of this Agreement does not and of the other Transaction Documents will notTransitional Services Agreement by MagneTek, and the consummation of the Transactions and compliance with the terms of the Transaction Documents by MagneTek will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer Mexican Companies under, any provision of (i) the Certificate Certificates or Deeds of Incorporation Incorporation, as the case may be, or By-Laws of BuyerMagneTek or the Mexican Companies, (ii) subject to the matters disclosed on Schedule 2.2, any Contract binding upon Buyer material Contractual Obligation of MagneTek or the Mexican Companies or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA) through (D) below, any Requirement of Law applicable to Buyer MagneTek or its property the Mexican Companies, other than, in the case of clauses (ii) and (iii) above, any such violations, defaults, rights or assetsLiens that, individually or in the aggregate, would not have a material adverse effect on the U.S. Business or the Mexican Business. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, any third person or Governmental Authority is required to be obtained or made by or with respect to Buyer MagneTek or its Affiliates the Mexican Companies in connection with the execution and delivery of the Transaction Documents this Agreement or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under the HSR Act and the Mexican Antitrust Laws, (B) compliance with and filings under Section 13(a) and or 15(d), as the case may be, of the Exchange Act, (BC) compliance with and filings and notifications under applicable Environmental Laws Laws, and (CD) those that may be required solely by reason of SellerBuyer's (as opposed to any other third party's) participation in the Transactions, and those that are not Material, individually or in the aggregate.

Authority; No Conflicts; Governmental Consents. (a) Buyer MagneTek is a corporation duly organized, validly existing and in good standing under the laws of the State of NevadaDelaware. Buyer MagneTek has all requisite corporate power and authority to enter into this Agreement the Transaction Documents and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer MagneTek to authorize the execution, delivery and performance of this Agreement the Transaction Documents and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer MagneTek and constitutes a valid and binding obligation of BuyerMagneTek, enforceable against Buyer MagneTek in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b), the The execution and delivery of this Agreement does not and of the other Transaction Documents will not, and the consummation of the Transactions and compliance with the terms of the Transaction Documents will not, not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer MagneTek under, any provision of (i) the Certificate of Incorporation or By-Laws of BuyerMagneTek, (ii) subject to the matters disclosed in Schedules 4.1(b) or 7.4, any Contract binding upon Buyer MagneTek or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA)-(D) below, any Requirement of Law applicable to Buyer MagneTek or its property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflicts, violations, defaults, rights or Liens that, individually or in the aggregate, would not have a Material Adverse Effect. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to Buyer or its Affiliates MagneTek in connection with the execution and delivery of the Transaction Documents or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under Section 13(a) and or 15(d), as the case may be, of the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws and Laws, (C) those that may be required solely by reason of SellerBuyer's (as opposed to any other third party's) participation in the TransactionsTransactions and (D) those that, if not made or obtained, individually or in the aggregate, would not have a Material Adverse Effect.

Authority; No Conflicts; Governmental Consents. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer MagneTek has all requisite corporate power and authority to enter into this Agreement and to consummate the Transactions. All corporate acts and other proceedings required to be taken by Buyer MagneTek to authorize the execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and properly taken. This Agreement has been duly When executed and delivered by Buyer and constitutes Sellers at the Closing, this Agreement will constitute a valid and binding obligation of Buyerthe Sellers, enforceable against Buyer such Sellers in accordance with its terms terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) Except as disclosed on Schedule 5.1(b)2.2, the execution and delivery of this Agreement does not and of the other Transaction Documents will not, by MagneTek and the consummation of the Transactions and compliance with the terms of the Transaction Documents by MagneTek will not, conflict with, or not result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Buyer Asian Companies under, any provision of (i) the Certificate of Incorporation or By-Laws of BuyerMagneTek, the Memorandum and Articles of Association of MagneTek Hong Kong or the Articles of Association of MagneTek China, (ii) subject to the matters disclosed on Schedule 2.2, any Contract binding upon Buyer material Contractual Obligation of MagneTek or the Asian Companies or (iii) any judgment, order or decree or, subject to the matters described in clauses (A)-(CA) through (E) below, any Requirement of Law applicable to Buyer MagneTek or its property the Asian Companies, other than, in the case of clauses (ii) and (iii) above, any such violations, defaults, rights or assetsLiens that, individually or in the aggregate, would not have a material adverse effect on the Asian Business. No material consent, approval, license, permit permit, order or authorization of, or registration, declaration or filing with, any third person or Governmental Authority is required to be obtained or made by or with respect to Buyer MagneTek or its Affiliates the Asian Companies in connection with the execution and delivery of the Transaction Documents this Agreement or the consummation by Buyer of the Transactions, other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Section 13(a) and or 15(d), as the case may be, of the Exchange Act, (BC) compliance with and filings and notifications under applicable Environmental Laws Laws, (D) approval of the sale of the Interest by a local delegate authority of the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China (the "Approval Authority") and (CE) those that may be required solely by reason of SellerBuyer's (as opposed to any other third party's) participation in the Transactions, and those that, are not Material, individually or in the aggregate.