Common use of Authority; Validity; Consents Clause in Contracts

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approval, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party thereto, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby.

Authority; Validity; Consents. Each Seller hasSellers have, subject to entry of the Bidding Procedures and Sale Order and requisite Bankruptcy Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its their respective obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller Sellers and each other Transaction Document required to be executed and delivered by a Seller Sellers at the Closing will be duly and validly executed and delivered by such Seller Sellers at the Closing. Subject to entry of the Bidding Procedures and Sale Order and requisite Bankruptcy Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party theretoSellers, the legal, valid and binding obligations of such SellerSellers, enforceable against such Seller Sellers in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to to, and after giving effect to, requisite Bankruptcy Court approvalapproval (including, without limitation, the Bidding Procedures Order and the Sale Order), as applicable, and except (x) as required to comply with the HSR Act, (ya) for entry of the Sale Order and (zb) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, as applicable, the requisite corporate corporate, partnership or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is it is, or will become, a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionTransactions. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller Sellers at the Closing any time will be duly and validly executed and delivered by such Seller at the Closingeach Seller. Subject to requisite Bankruptcy Court approval, as applicable, this Agreement and (when duly executed by Sellers) the other Transaction Documents constitute, with respect to each Seller that is party theretoSeller, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to to, and after giving effect to, requisite Bankruptcy Court approval, except approval (xincluding the Approval Order) as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not no Seller is required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby Transactions, except for (i) expiration or termination of any applicable waiting periods under the HSR Act and thereby(ii) such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and therebyTransaction, and, subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have Transaction has been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party theretoSeller, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by general principles of equity. Subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, except to Seller's Knowledge, except: (x) as required to comply with the HSR Act, (ya) for entry of the Sale Approval and Vesting Order and Assignment Order; (zb) for notices, filings xxxxxxx and consents required in connection with the Bankruptcy CaseInsolvency Proceedings; and (c) for any consents, Sellers are approvals or waivers required for Consent Required Contracts; Seller is not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions Transaction, except with respect to the License Transfers contemplated hereby in Section 2.4 herein, and therebyexcept as would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the Transaction. The execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller Xxxxx and the consummation by such Seller Buyer of the transactions contemplated herein and therein Transaction have been duly and validly authorized by all requisite corporate or limited liability company actionactions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Xxxxx and each other Transaction Document required to be executed and delivered by which Buyer is a Seller at the Closing Party will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject to requisite Bankruptcy Court approval, this This Agreement and the other Transaction Documents constitute, with respect to each Seller that which Buyer is a party thereto, constitute the legal, valid and binding obligations of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or general principles of equity. Subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, except to Buyer’s Knowledge, except: (x) as required to comply with the HSR Act, (ya) for entry of the Sale Approval and Vesting Order and Assignment Order; (zb) for notices, filings xxxxxxx and consents required in connection with the Bankruptcy CaseInsolvency Proceedings; and (c) for any consents, Sellers are approvals or waivers required for Consent Required Contracts; Buyer is not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of the Transaction, except as would not, individually or in the aggregate, affect Buyer's ability to perform its obligations under this Agreement or any of other Transaction Documents or to consummate the transactions contemplated hereby and therebyTransaction.

Authority; Validity; Consents. Each Seller hasSellers have, subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller Sellers and each other Transaction Document required to be executed and delivered by a Seller Sellers at the Closing will be duly and validly executed and delivered by such Seller Sellers at the Closing. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party theretoSellers, the legal, valid and binding obligations of such SellerSellers, enforceable against such Seller Sellers in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except (xa) as required to comply with the HSR Act, (yb) for entry of the Sale Order or the Canadian Sale and Vesting Order and (zc) for notices, filings and consents required in connection with the Bankruptcy CaseCase or the Canadian Proceedings, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into into, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents by such Seller to which it is a party and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and duly, validly authorized and approved by all requisite necessary corporate action of Buyer and no other corporate proceedings on the part of Buyer or limited liability company actionvote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by a Seller Buyer at the Closing will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to requisite Bankruptcy Court approval, authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents constitute, with respect to each Seller that which Buyer is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in each case as such enforceability is may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) as required to comply with the HSR Actincluding principles of commercial reasonableness, (y) for entry good faith and fair dealing, regardless of the Sale Order and (z) for notices, filings and consents required whether such principles are considered in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with a proceeding at law or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and therebyequity.

Authority; Validity; Consents. Each Seller hasSellers have, subject to requisite Bankruptcy Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its their respective obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller Sellers and each other Transaction Document required to be executed and delivered by a Seller Sellers at the Closing will be duly and validly executed and delivered by such Seller Sellers at the Closing. Subject to requisite Bankruptcy Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party theretoSellers, the legal, valid and binding obligations of such SellerSellers, enforceable against such Seller Sellers in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to to, and after giving effect to, requisite Bankruptcy Court approvalapproval (including the Bidding Procedures Order and the Sale Order), as applicable, and except (xa) as required to comply with the HSR Act, (yb) for entry of the Sale Order and (zc) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each (a) Seller has, subject to requisite Bankruptcy Court approvalentry of the Sale Order, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approvalentry of the Sale Order, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionaction on the part of Seller. This Subject to entry of the Sale Order, this Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approvalentry of the Sale Order, this Agreement and the other Transaction Documents to which Seller is (or will be) a party constitute (or, when entered into, will constitute), with respect to each Seller that is party theretoSeller, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. . (b) Subject to requisite Bankruptcy Court approvalentry of the Sale Order, except (x) as required to comply with the HSR Act, (yi) for entry of the Sale Order and Order, (zii) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are including the requirements of the Bidding Procedures Order, and (iii) for the notices, filings and consents set forth on Section 5.2(b) of the Disclosure Schedules, Seller is not required to give any notice to, make any registration, declaration or filing with or obtain any consent from any Person (including consent, waiver or approval from, any Governmental Authority) Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents to which Seller is (or will be) a party or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, registrations, declarations or filings, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller Buyer and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionor corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document required to be executed and delivered by which Buyer is a Seller at the Closing Party will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject to requisite Bankruptcy Court approval, this This Agreement and the other Transaction Documents constitute, with respect to each Seller that which Buyer is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in Table of Contents each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject Except with respect to requisite Bankruptcy Court approvalits lender, except (x) as required to comply with the HSR ActXxxxx Fargo Bank, (y) for entry of the Sale Order and (z) for noticesN.A., filings and consents required in connection with the Bankruptcy Case, Sellers are Buyer is not or will not be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approvalentry of the Sale Order, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approvalentry of the Sale Order, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionaction on the part of Sellers. This Subject to entry of the Sale Order, this Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approvalentry of the Sale Order, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party thereto, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approvalentry of the Sale Order, except (xa) as required to comply with the HSR Act, (y) for entry Act and the antitrust legislation of any other relevant jurisdiction applicable to the purchase of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents Acquired Assets or the consummation or performance of any of the transactions contemplated hereby and thereby.Business,

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approvalentry of the Approval Order and receipt of the Ombudsman Report, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a each Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approvalentry of the Approval Order, as applicable, this Agreement and and, when executed, the other Transaction Documents constitutewill, with respect to each Seller that is party thereto, constitute the legal, valid and binding obligations of such each Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except Except for (xi) as required to comply with the HSR Act, (y) for entry of the Sale Order Approval Order, (ii) the receipt of the Ombudsman Report and (ziii) for notices, filings and consents required in connection with the Bankruptcy CaseCases, the Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby. No Conflicts. When the consents and other actions described in Section 5.2 have been obtained and taken, the execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause any acceleration of any obligation of any Seller under any Contract or other instrument to which such Seller or any Acquired Assets are bound, (b) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of such Seller or (c) conflict with or result in a violation or breach of any provision of any Law, Order or Governmental Authorization applicable to such Seller or the Acquired Assets, except for any such conflict, violation, breach or default, individually or in the agreement, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, the requisite corporate or limited liability company partnership power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company partnership action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approval, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party thereto, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by general principles of equity. Subject to requisite Bankruptcy Court approval, to each Seller’s Knowledge, except (x) as required to comply with the HSR Act, (ya) for entry of the Sale Order and Order, (zb) for notices, filings and consents required in connection with the Bankruptcy CaseCase and (c) for the notices, filings and consents set forth on Disclosure Schedule 5.2 (to the extent applicable to the Oil and Gas Assets), Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except as would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, of Buyer and Parent has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement by each of Buyer and such other Transaction Documents by such Seller Parent and the consummation by such Seller each of Buyer and Parent of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionor corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and Parent and each other Transaction Document required to be executed and delivered by which Buyer or Parent is a Seller at the Closing party will be duly and validly executed and delivered by such Seller Buyer or Parent, as applicable, at the Closing. Subject This Agreement and the other Transaction Documents to requisite Bankruptcy Court approvalwhich Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, and this Agreement and the other Transaction Documents constitute, with respect to each Seller that which Parent is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerParent, enforceable against such Seller Parent in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors¶ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) Except as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not neither Buyer nor Parent is or will be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Parent¶s or Buyer¶s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions Transaction contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions Transaction contemplated herein and therein have has been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party theretoSeller, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by general principles of equity. Subject to requisite Bankruptcy Court approvalobtaining the Approval and Vesting Order, except to Seller's Knowledge, except: (x) as required to comply with the HSR Act, (ya) for entry of the Sale Order Approval and Vesting Order; (zb) for notices, filings xxxxxxx and consents required in connection with the Bankruptcy CaseCCAA Proceedings; and (c) for the notices, Sellers are filings and consents set forth in the Disclosure Schedule; Seller is not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and therebyTransaction, except as would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Xxxxx has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller Xxxxx and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionor corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Xxxxx and each other Transaction Document required to be executed and delivered by which Buyer is a Seller at the Closing Party will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject to requisite Bankruptcy Court approval, this This Agreement and the other Transaction Documents constitute, with respect to each Seller that which Buyer is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are Buyer is not or will not be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a such Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approval, this Agreement and the other Transaction Documents constitute, with respect to each Seller that is party theretoSeller, the legal, valid and binding obligations of such each Seller, enforceable against such each Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except (xa) as required to comply with the HSR Act, (yb) for entry of the Sale Order and (zc) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a material effect on the Sellers’ ability to operate the Business in the ordinary course.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, (a) Buyer has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, and the execution, delivery and performance of this Agreement and such the other Transaction Documents by such Seller Buyer, and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionactions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document required to be executed and delivered by a Seller Buyer at the Closing will be duly and validly executed and delivered by such Seller Buyer at the Closing. Subject to requisite Bankruptcy Court approval, this This Agreement and the other Transaction Documents to which Buyer is (or will be) a party constitute (or, when entered into, will constitute, with respect to each Seller that is party thereto, ) the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except as such enforceability is may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except equity and assuming the due execution by Seller. (xb) as required to comply with Except for the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with set forth on Section 6.2(b) of the Bankruptcy CaseDisclosure Schedules, Sellers are Buyer is not required to give any notice to, make any registration, declaration or filing with or obtain any consent consent, waiver or approval from any Person (including any Governmental Authority) Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents to which Buyer is (or will be) a party or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, registrations, declarations or filings, the failure of which to make or obtain, would not, individually or in the aggregate, materially affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is it is, or will become, a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a Seller Sellers at the Closing any time will be duly and validly executed and delivered by such Seller at the Closingeach Seller. Subject to requisite Bankruptcy Court approval, as applicable, this Agreement and (when duly executed by Sellers) the other Transaction Documents constitute, with respect to each Seller that is party theretoSeller, the legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to to, and after giving effect to, requisite Bankruptcy Court approval, except approval (xincluding the Approval Order) as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not no Seller is required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement and such the other Transaction Documents by such Seller Buyer and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionor corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document required to be executed and delivered by which Buyer is a Seller at the Closing Party will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject to requisite Bankruptcy Court approval, this This Agreement and the other Transaction Documents constitute, with respect to each Seller that which Buyer is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) Except as required to comply with the HSR ActAct or as set forth on Schedule 6.2, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are Buyer is not or will be required to give any notice to, make any registration, declaration or filing with or obtain any consent consent, waiver or approval from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, registrations, declarations or filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, materially affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. (a) Each Seller has, subject to requisite Bankruptcy Court approvalentry of the Approval Order and receipt of the Ombudsman Report, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by each Seller and each other Transaction Document required to be executed and delivered by a each Seller at the Closing will be duly and validly executed and delivered by such Seller at the Closing. Subject to requisite Bankruptcy Court approvalentry of the Approval Order, as applicable, this Agreement and and, when executed, the other Transaction Documents constitutewill, with respect to each Seller that is party thereto, constitute the legal, valid and binding obligations of such each Seller, enforceable against such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except . (xb) as required to comply with Except for (i) the HSR Act, (y) for entry of the Sale Order Approval Order, (ii) the receipt of the Ombudsman Report and (ziii) for notices, filings and consents required in connection with the Bankruptcy CaseCases, the Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller Buyer and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionsimilar actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document required to be executed and delivered by which Buyer is a Seller at the Closing party will be duly and validly executed and delivered by such Seller Buyer at the Closing. Subject to requisite Bankruptcy Court approvalThis Agreement constitutes and, this Agreement and when executed, the other Transaction Documents to which Buyer is a party will constitute, with respect to each Seller that is party thereto, the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except Except for (xi) as required to comply with the HSR Act, (y) for entry of the Sale Order Approval Order, (ii) the receipt of the Ombudsman Report and (ziii) for notices, filings and consents required in connection with the Bankruptcy CaseCases, Sellers are Buyer is not and will not be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby or thereby. No Conflict. When the consents and thereby.other actions described in Section 6.2 have been obtained and taken, the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions provided for herein and therein will not result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause any acceleration of any obligation of Buyer under (a) any Contract or other instrument to which it is bound, (b) any provision of the organizational documents of Buyer, or (c) any Law, Order or Governmental Authorization applicable to Buyer, except for any such conflict, violation, breach or default, individually or in the agreement, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, of Buyer and Parent has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement by each of Buyer and such other Transaction Documents by such Seller Parent and the consummation by such Seller each of Buyer and Parent of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionor corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and Parent and each other Transaction Document required to be executed and delivered by which Buyer or Parent is a Seller at the Closing party will be duly and validly executed and delivered by such Seller Buyer or Parent, as applicable, at the Closing. Subject This Agreement and the other Transaction Documents to requisite Bankruptcy Court approvalwhich Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, and this Agreement and the other Transaction Documents constitute, with respect to each Seller that which Parent is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerParent, enforceable against such Seller Parent in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) Except as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not neither Buyer nor Parent is or will be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Parent’s or Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into into, deliver and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents by such Seller to which it is a party and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and duly, validly authorized and approved by all requisite corporate necessary company action of Buyer and no other entity proceedings on the part of Buyer or limited liability company actionvote of Buyer’s equity holders are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by a Seller Buyer at the Closing will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to requisite Bankruptcy Court approval, authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer is a party constitute (or upon execution will constitute, with respect to each Seller that is party thereto, ) the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in each case as such enforceability is may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) as required to comply with the HSR Actincluding principles of commercial reasonableness, (y) for entry good faith and fair dealing, regardless of the Sale Order and (z) for notices, filings and consents required whether such principles are considered in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with a proceeding at law or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and therebyequity.

Authority; Validity; Consents. Each Seller has, subject to requisite Bankruptcy Court approval, Buyer has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which such Seller it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the . The execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller Buyer and the consummation by such Seller Buyer of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company actionor corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by each Seller Buyer and each other Transaction Document required to be executed and delivered by which Buyer is a Seller at the Closing Party will be duly and validly executed and delivered by such Seller Buyer, as applicable, at the Closing. Subject to requisite Bankruptcy Court approval, this This Agreement and the other Transaction Documents constitute, with respect to each Seller that which Buyer is a party thereto, constitute the legal, valid and binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective terms, except in each case as such enforceability is may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such principles are considered in a proceeding at law or in equity. Subject to requisite Bankruptcy Court approval, except (x) as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are Buyer is not or will not be required to give any notice to, make any filing with with, or obtain any consent or approval from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, filings, consents, and approvals, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.