Common use of Authorization and Enforceability; No Conflict Clause in Contracts

Authorization and Enforceability; No Conflict. (a) Seller has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do not (i) conflict with, or result in any violation of the Organizational Documents; (ii) conflict with or result in a violation of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which Seller is a party or the consummation of the Transactions, except for such consents, registrations, declarations, notices or filings which, if not obtained, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Authorization and Enforceability; No Conflict. (a) Each of the Company and each Seller has all necessary corporate full capacity, power and authority to enter into this Agreement, and perform the Transaction Documents to perform its obligations hereunder which such Person is a signatory and to consummate carry out the transactions contemplated by this Agreementsuch Transaction Documents. The execution and delivery of this Agreement by Seller, Each Transaction Document to which the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Company or a Seller is necessary to authorize a signatory is the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, such Person and is enforceable against Seller such Person in accordance with its terms, except as to the extent that enforceability thereof may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws relating to or Legal Requirements affecting the enforcement of creditors’ ' rights generally or (ii) the effect of rules of Legal Requirements and by general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Transaction Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do not transactions contemplated thereby will not: (i) conflict with, or result in contravene any violation Organizational Documents of the Organizational DocumentsCompany or a Subsidiary; (ii) conflict with subject to receipt of any required consent, approval or authorization set forth in Schedule 2.11(b), result in a violation breach of or constitute a default under any Applicable Contract required to be disclosed in reference to Section 2.12(a)(iv) or (v) or material Applicable Contract; (iii) violate any Legal Requirement or Order; (iv) accelerate any material liability of the Company or a Subsidiary or adversely modify terms of any material permit such liability; (v) result in an Encumbrance other than a Permitted Encumbrance being created or Legal Requirement applicable to Seller imposed upon any property or its assetsasset of the Company or any Subsidiary; or (iiivi) result in a except for filings under the HSR Act, require any Governmental Authorization. All material breach consents, approvals or authorizations of, or constitute a material default (declarations, filings or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing registrations with, any Governmental Authority is Person which are required to be obtained or made by Seller in connection with the execution, delivery and or performance of this Agreement and the Ancillary Transaction Documents to which Seller is a party or the consummation of the Transactions, except for such consents, registrations, declarations, notices or filings which, if not obtained, would not reasonably be expected to have, either individually or transactions contemplated thereby are set forth in the aggregate, a Material Adverse EffectSchedule 2.11(b).

Authorization and Enforceability; No Conflict. (a) Each Seller has all necessary corporate the requisite power and authority to enter into this Agreementexecute, to deliver and perform its obligations hereunder under the Transaction Documents to which such Seller is or will be a party and to consummate carry out the transactions contemplated by this Agreementsuch Transaction Documents. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Each Transaction Document to which any Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement will be a party has been or will be duly and validly executed and delivered by such Seller and (assuming the due authorization, execution and delivery by the any other parties to this AgreementPerson party thereto) constitutes constitutes, or will upon execution and delivery constitute, a valid and binding obligation of Seller, such Seller enforceable against such Seller in accordance with its terms, except as to the extent that enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally or (ii) the effect of rules of Legal Requirements and by general principles of equity. The execution, including those governing specific delivery and performance by each Seller of each Transaction Document to which such Seller is or will be a party has been duly authorized and approved by all necessary action on its part, and no other action or proceeding on the part of such Seller is necessary to authorize such execution, delivery or performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by each Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Transaction Documents to which Seller it is a party, party and the consummation by such Seller of the Transactions or the Ancillary Documents to which Seller is a party, transactions contemplated thereby do not and will not: (i) contravene or conflict with, or result in with any violation provision of the Organizational DocumentsDocuments of any Seller or any Company; (ii) conflict with assuming receipt of any consent, approval or authorization set forth on Schedule 2.12(b), result in a violation breach of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default under (with or event which with the giving of without notice or lapse of time, time or both), would become a default) under, terminate or give rise to any rights of termination, cancellation or acceleration right on the part of any obligation Person to terminate, accelerate or modify, or require any Company to loss of make a material benefit payment under, or result in the creation of require any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing withunder, any Governmental Authority is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents Material Contract to which Seller it is a party or otherwise bound; (iii) breach, violate or result in a default under any Law, Order or Governmental Authorization; (iv) result in an Encumbrance, other than a Permitted Encumbrance, on the consummation Equity Interests or any asset or property of the Transactions, any Company; or (v) except for such consentscompliance with the HSR Act or as set forth on Schedule 2.12(b), registrations, declarations, notices or filings which, if not obtained, would not reasonably be expected require any Company to have, either individually or in the aggregate, a Material Adverse Effectobtain any Governmental Authorization.

Authorization and Enforceability; No Conflict. (a) Seller Buyer has all necessary corporate the requisite power and authority to enter into this Agreementexecute, to deliver and perform its obligations hereunder under the Transaction Documents and to consummate carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Buyer is or will be a party has been or will be duly and validly executed by it, and (assuming the due authorization, execution and delivery by any other Persons party thereto) constitutes, or will upon execution and delivery constitute, a valid and binding obligation of Buyer, as applicable, and is, or will upon execution and delivery, be enforceable against Buyer, as applicable, in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution, delivery and performance by Buyer of each Transaction Document has been duly authorized and approved by all necessary action on the part of Buyer, and no other action or proceeding on the part of Buyer is necessary to authorize such execution, delivery or performance. (b) The execution, delivery and performance by Buyer of the Transaction Documents and the consummation by Buyer of the transactions contemplated thereby do not and will not: (i) contravene or conflict with any provision of the Organizational Documents of Buyer; (ii) result in a breach of or constitute a default under (with or without notice or lapse of time or both), terminate or give rise to any right on the part of any Person to terminate, accelerate or materially modify, or require Buyer to make any payment under, any Contract; (iii) breach, violate or result in a default under any applicable Law or Order; or (iv) except for compliance with the HSR Act or as set forth on Schedule 3.2(b), require Buyer to obtain any Governmental Authorization, except, in the case of clauses (ii)-(iv), as would not reasonably be expected to prevent from Buyer consummating, or materially impair or delay the ability of Buyer to consummate, the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do not (i) conflict with, or result in any violation of the Organizational Documents; (ii) conflict with or result in a violation of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which Seller is a party or the consummation of the Transactions, except for such consents, registrations, declarations, notices or filings which, if not obtained, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.35

Authorization and Enforceability; No Conflict. (a) Each Seller has all necessary corporate the full capacity, power and authority to enter into this Agreement, and perform the Transaction Documents to perform its obligations hereunder which it is a signatory and to consummate carry out the transactions contemplated by this Agreementsuch Transaction Documents. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Each Transaction Document to which any Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by a signatory is binding upon such Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, is enforceable against such Seller in accordance with its terms, except as to the extent that enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally or (ii) the effect of rules of Legal Requirements and by general principles of equity. The execution, including those governing specific performance, injunctive relief performance and other equitable remedies (regardless delivery by each Seller of whether each Transaction Document to which such enforceability Seller is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The board of directors of Seller (at a meeting signatory has been duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the by such Seller. All material consents, approvals or authorizations of, or declarations, filings or registrations with, any Person required in connection with such Seller’s execution, delivery and or performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Transaction Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do not (i) conflict with, or result in any violation of the Organizational Documents; (ii) conflict with or result in a violation of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which such Seller is a party or the consummation by such Seller of the Transactionstransactions contemplated thereby are set forth on Schedule 2.11. (b) The execution, delivery and performance by each Seller of the Transaction Documents to which such Seller is a party and the consummation by such Seller of the transactions contemplated thereby will not, except for such consents, registrations, declarations, notices or filings which, if not obtained, as would not reasonably be expected material to havethe Company and the Acquired Subsidiaries, either individually taken as a whole: (i) contravene the Shareholder Agreement or the Organizational Documents of the Company or any Acquired Subsidiary; (ii) assuming receipt of any required consent, approval or authorization set forth on Schedule 2.11, result in a breach of or constitute a default under any Material Contract; (iii) cause the aggregateCompany or any Acquired Subsidiary to violate any Law or Order; (iv) accelerate any material liability of the Company or any Acquired Subsidiary or adversely modify the terms of any such liability; (v) result in an Encumbrance, other than a Material Adverse EffectPermitted Encumbrance, on the Shares or any property or asset of the Company or any Acquired Subsidiary; or (vi) require the Company or any Acquired Subsidiary to obtain any Governmental Authorization.

Authorization and Enforceability; No Conflict. (a) Seller has all necessary full corporate power and authority to enter into this Agreement, and to perform its obligations hereunder the Transaction Documents to which it is a signatory and to consummate carry out the transactions contemplated by this Agreementsuch Transaction Documents. The execution Seller Parent has full corporate power and delivery of this Agreement by Seller, authority to enter into and to perform the performance by Seller of its obligations hereunder, Transaction Documents to which it is a signatory and the consummation by Seller of to carry out the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Sellersuch Transaction Documents. This Agreement has been duly executed is, and delivered by Seller and (assuming due authorization, execution and delivery by on the Closing Date each of the other parties Transaction Documents to this Agreement) constitutes which Seller is a party will be, legal, valid and binding obligation obligations of Seller, enforceable against Seller it in accordance with its their respective terms. This Agreement is, except as enforceability may be limited and on the Closing Date each of the other Transaction Documents to which Seller Parent is a party will be, legal, valid and binding obligations of Seller Parent, enforceable against it in accordance with their respective terms. The execution, performance and delivery of each Transaction Document to which Seller is a signatory has been duly authorized, approved and adopted by or subject Seller. The execution, performance and delivery of each Transaction Document to (i) bankruptcywhich Seller Parent is a signatory has been duly authorized, insolvencyapproved, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”)adopted by Seller Parent. (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Transaction Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do transactions contemplated thereby will not (i) conflict with, contravene any Organizational Documents of Seller or Seller Parent or result in a Breach of any violation of the Organizational Documentsprovision of, or constitute a default under, any Assigned Contract; (ii) conflict with or result in a violation of violate any material permit or Legal Requirement applicable or Order or give any Governmental Body the right to Seller revoke, withdraw, suspend, cancel, terminate or its assetsmodify any Governmental Authorization; or (iii) result in a material breach the imposition of any Tax on either Buyer, the Purchased Assets or the Business of Seller (other than Taxes for which Seller will be solely responsible and Taxes described in Section 9.8); (iv) result in the acceleration of any Assumed Liability, or adversely modify terms of any Assumed Liability; or (v) result in any Encumbrance being created or imposed upon or with respect to any of the Purchased Assets. All consents, approvals or authorizations of, or constitute a material default (declarations, filings or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing registrations with, any Governmental Authority is Person required to be obtained or made by Seller in connection with the execution, delivery and or performance of this Agreement and the Ancillary Transaction Documents to which Seller is a party or the consummation of the Transactionstransactions contemplated thereby (including the assignment of rights under the Assigned Contracts to Buyer) are set forth in Schedule 2.16 of the Disclosure Schedule and will be timely obtained or made, except for such consentsas applicable, registrations, declarations, notices or filings which, if not obtained, would not reasonably be expected by Seller prior to have, either individually or in the aggregate, a Material Adverse EffectClosing.

Authorization and Enforceability; No Conflict. (a) Each Seller has all necessary corporate the requisite power and authority to enter into this Agreementexecute, to deliver and perform its obligations hereunder under the Transaction Documents to which such Seller is or will be a party and to consummate carry out the transactions contemplated by this Agreementsuch Transaction Documents. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Each Transaction Document to which any Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement will be a party has been or will be duly and validly executed and delivered by such Seller and (assuming the due authorization, execution and delivery by the any other parties to this AgreementPerson party thereto) constitutes constitutes, or will upon execution and delivery constitute, a valid and binding obligation of Seller, such Seller enforceable against such Seller in accordance with its terms, except as to the extent that enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally or (ii) the effect of rules of Legal Requirements and by general principles of equity. The execution, including those governing specific delivery and performance by each Seller of each Transaction Document to which such Seller is or will be a party has been duly authorized and approved by all necessary action on its part, and no other action or proceeding on the part of such Seller is necessary to authorize such execution, delivery or performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”).. 26 (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by each Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Transaction Documents to which Seller it is a party, party and the consummation by such Seller of the Transactions or the Ancillary Documents to which Seller is a party, transactions contemplated thereby do not and will not: (i) contravene or conflict with, or result in with any violation provision of the Organizational DocumentsDocuments of any Seller or any Company; (ii) conflict with assuming receipt of any consent, approval or authorization set forth on Schedule 2.12(b), result in a violation breach of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default under (with or event which with the giving of without notice or lapse of time, time or both), would become a default) under, terminate or give rise to any rights of termination, cancellation or acceleration right on the part of any obligation Person to terminate, accelerate or modify, or require any Company to loss of make a material benefit payment under, or result in the creation of require any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing withunder, any Governmental Authority is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents Material Contract to which Seller it is a party or otherwise bound; (iii) breach, violate or result in a default under any Law, Order or Governmental Authorization; (iv) result in an Encumbrance, other than a Permitted Encumbrance, on the consummation Equity Interests or any asset or property of the Transactions, any Company; or (v) except for such consentscompliance with the HSR Act or as set forth on Schedule 2.12(b), registrations, declarations, notices or filings which, if not obtained, would not reasonably be expected require any Company to have, either individually or in the aggregate, a Material Adverse Effectobtain any Governmental Authorization.

Authorization and Enforceability; No Conflict. (a) Seller has all necessary corporate the requisite capacity, power and authority to enter into this Agreement, and perform the Transaction Documents to perform its obligations hereunder which it or he is a party and to consummate carry out the transactions contemplated by this Agreementthereby. The execution execution, delivery and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, this Agreement and each of the other Transaction Documents to which it or he will be a party and the consummation by Seller of the transactions contemplated by this Agreement, hereby and thereby have been duly and validly authorized by the board of directors of Sellerall necessary corporate, company or other action (as applicable). This Agreement and no each other corporate action on the part of Transaction Document to which Seller is necessary to authorize a signatory is binding upon it or him and is enforceable against it or him in accordance with the execution and delivery terms of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, such other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its termsTransaction Document, except as enforceability may be limited by or subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or laws affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”)generally. (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do not (i) conflict with, or result in any violation of the Organizational Documents; (ii) conflict with or result in a violation of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by Seller in connection with the execution, delivery and performance of this Agreement and the Ancillary other Transaction Documents to which Seller is a party or and the consummation of the Transactionstransactions contemplated hereby and thereby will not (i) contravene the Organizational Documents of Seller or result in a breach of, or constitute a default under, any Assigned Contract or any other Contract by which Seller is bound or affected; (ii) violate a Law or Order or give a Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify a Governmental Authorization relating to Seller or the Business; (iii) result in the acceleration of a liability of Seller or adversely modify the terms of such liability; (iv) result in an Encumbrance being created or imposed upon Buyer or a Purchased Asset; or (v) except for such filings under any Governmental Authorizations set forth on Schedule 2.11(b)(v) (the “Regulatory Approvals”), require any Governmental Authorization or other consent, approval, exemption or other authority or notice to a Governmental Body. The consents, registrations, approvals or authorizations of and declarations, notices filings or filings whichregistrations with a Person required (including those required under the terms of a Contract to avoid a breach or default thereunder or to effectively convey such Contract to Buyer) in connection with Seller’s execution, if not obtained, would not reasonably be expected to have, either individually delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby or in the aggregate, a Material Adverse Effectthereby are set forth on Schedule 2.11(b).

Authorization and Enforceability; No Conflict. (a) Each Seller has all necessary corporate the requisite capacity, power and authority to enter into this Agreement, and perform the Transaction Documents to perform its obligations hereunder which such Seller is a party and to consummate carry out the transactions contemplated by this Agreementthe Transaction Documents to which he, she or it is a party (including any Transaction Document executed by Sellers Representative on each Seller’s behalf). The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Each Transaction Document to which a Seller is necessary a signatory or to authorize the execution and delivery of this Agreement by which Sellers Representative has signed on each Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by ’s behalf is binding upon such Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, is enforceable against such Seller in accordance with its terms, except as enforceability may be limited by or subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or laws affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”)generally. (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and Except as set forth in the best interests of Seller and the StockholdersSchedule 2.11(b), (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Transaction Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do transactions contemplated thereby will not (i) conflict with, contravene any Organizational Documents of the Company or a Subsidiary or result in a breach of any violation of the Organizational Documentsprovision of, or constitute a default under, any Applicable Contract, or to Seller’s Actual Knowledge a Mexican Contract which would have a Mexican Company Adverse Effect; (ii) conflict with or result in a violation of violate any material permit or Legal Requirement applicable or Order or give any Governmental Body the right to Seller revoke, withdraw, suspend, cancel, terminate or its assetsmodify any Governmental Authorization; or (iii) result in the imposition of any Tax on the Company, a material breach Subsidiary or Buyer; (iv) result in the acceleration of any liability of the Company or a Subsidiary, or adversely modify terms of any such liability; (v) result in any Encumbrance being created or imposed upon any property or asset of the Company or a Subsidiary; or (vi) except for filings under the HSR Act, require any authorization, consent, approval, exemption or other authority or notice to any Governmental Body. The representations and warranties set forth in clauses (ii)-(vi) in the preceding sentence and those set forth in the succeeding sentence, as they relate to the Mexican Subsidiaries, are provided only on the basis of Sellers’ Actual Knowledge and each shall only be deemed Breached if any Breach or Breaches in the aggregate give rise to a Mexican Company Material Adverse Effect. All consents, approvals or authorizations of, or constitute a material default (declarations, filings or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets. (d) No consent of, or registration, declaration, notice or filing registrations with, any Governmental Authority is Person required (including those required under the terms of any Applicable Contract or to be obtained Sellers’ Actual Knowledge any Mexican Contract to avoid a breach or made by Seller default thereunder) in connection with the execution, delivery and or performance of this Agreement and the Ancillary Transaction Documents to which Seller is a party by Sellers or the consummation of the Transactionstransactions contemplated thereby are set forth in Schedule 2.11(b) and, except for such consentsas set forth in Schedule 2.11(b), registrationshave been obtained or made, declarationsas applicable, notices or filings which, if not obtained, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effectby Sellers.