Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Such Seller has full right, power, authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each Ancillary Agreement to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; (ii) require any Consent to be obtained by such Seller which will not have been obtained at the Closing; (iii) result in a violation or breach by such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; or (iv) result in the creation of any Encumbrance upon such Seller’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a party.

Authority; No Violations. (a) Such Seller Buyer has full right, power, power and authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a partyperform Buyer’s obligations hereunder, and to perform such Seller’s obligations hereunder the execution, delivery and thereunderperformance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyer. This Agreement and each Ancillary Agreement to which such Seller is constitutes a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each any Ancillary Agreement to which such Seller is a partyby Buyer, nor the consummation by such Seller Buyer of the Transactions, or compliance by such Seller Buyer with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of Buyer; (ii) violate any applicable Law or OrderLaw; (iiiii) require any Consent to be made or obtained by such Seller which will not have been obtained at the ClosingBuyer; (iiiiv) result in a violation or breach by such Seller Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller Buyer is a party, or by which such Seller Buyer or any of its properties or assets may be bound; or (ivv) result in the creation of any Encumbrance upon such SellerBuyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any Ancillary Agreement. There is no Proceeding pending or, to the knowledge of such SellerBuyer, threatened, against such Seller Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller Buyer to perform its obligations hereunder on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a partybasis.

Authority; No Violations. (a) Such Seller Buyer has full right, power, power and authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a partyperform Buyer’s obligations hereunder, and to perform such Seller’s obligations hereunder the execution, delivery and thereunderperformance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyer. This Agreement and each Ancillary Agreement to which such Seller is constitutes a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each Ancillary Agreement to which such Seller is a partyby Buyer, nor the consummation by such Seller Buyer of the Transactions, or compliance by such Seller Buyer with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of Buyer; (ii) violate any applicable Law or OrderLaw; (iiiii) require any Consent to be made or obtained by such Seller which will not have been obtained at the ClosingBuyer; (iiiiv) result in a violation or breach by such Seller Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller Buyer is a party, or by which such Seller Buyer or any of its properties or assets may be bound; or (ivv) result in the creation of any Encumbrance upon such SellerBuyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any of the Ancillary Agreements. There is no Proceeding pending or, to the knowledge of such SellerBuyer, threatened, against such Seller Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller Buyer to perform its obligations hereunder on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a partybasis.

Authority; No Violations. (a) Such Seller has full right, power, authority and legal capacity to execute and deliver this Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each of the Ancillary Agreement Agreements to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; , (ii) require any Consent to be obtained by such Seller which will not have been obtained at assuming the Closing; (iii) Required Consents are obtained, result in a violation or breach by such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; , or (iviii) result in the creation of any Encumbrance upon such Seller’s properties or assetsthe Purchased Interests, except, in each the case of clauses (iii) through - (iviii), as for any violation, breach, conflict, default or right of termination, cancellation, redemption, payment or acceleration that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effectbe material to the Seller. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each of the Ancillary Agreement Agreements to which such Seller is a party.

Authority; No Violations. (a) Such Seller has full right, power, authority and legal capacity to execute and deliver this Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each of the Ancillary Agreement Agreements to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; , (ii) require any Consent to be obtained by such Seller which will not have been obtained at assuming the Closing; (iii) Required Consents are obtained, result in a violation or breach by such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; , or (iviii) result in the creation of any Encumbrance upon such Seller’s properties or assetsthe Purchased Interests, except, in each the case of clauses (i) through (ivii)—(iii), as for any violation, breach, conflict, default or right of termination, cancellation, redemption, payment or acceleration that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effectbe material to the Seller. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each of the Ancillary Agreement Agreements to which such Seller is a party.