Common use of Authorization; Binding Effect; No Breach Clause in Contracts

Authorization; Binding Effect; No Breach. (a) Subject to the receipt of the Bankruptcy Consents (i) the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements has been duly authorized by such Seller, (ii) this Agreement has been duly executed and delivered by the Sellers, and the Ancillary Agreements have been or will be executed and delivered by the Sellers thereto. Subject to receipt of the Bankruptcy Consents, and assuming due authorization, execution and delivery by the Purchaser, this Agreement and the Ancillary Agreements will constitute, a legal, valid and binding obligation of such Seller, enforceable against such Person in accordance with its respective terms. (b) Subject to receipt of the Bankruptcy Consents (where applicable), the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements (without giving effect to Section 2.1.4 or to Section 2(f) of the Transition Services Agreement or any similar provision in this Agreement or the Ancillary Agreements) do not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or result in the creation or imposition of any Lien upon any of the Assets, or require any Consent or approval (other than the Regulatory Approvals and the Bankruptcy Consents) or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or by-laws of the relevant Sellers, (ii) any Contract to which the relevant Seller is a party or to which any of their Assets are subject, (iii) any order of any Government Entity applicable to any Seller or by which any of their Assets are bound or (iv) any Laws to which any of the Sellers or any of their Assets are subject, except, in the case of (ii), (iii), and (iv) above, for such defaults, violations and notifications that, individually or in the aggregate, have not materially hindered, delayed or impaired, and would not reasonably be expected to materially hinder, delay or impair, the performance by the Sellers of any of their obligations under this Agreement and the Ancillary Agreements.

Authorization; Binding Effect; No Breach. (a) Subject to the receipt of the Bankruptcy Consents (i) Consents, the execution, delivery and performance by each such Other Seller of this Agreement and the Ancillary Agreements has Transaction Documents to which such Other Seller will be a party will have been duly authorized by such Other Seller, (ii) this Agreement has been duly executed and delivered by the Sellers, and the Ancillary Agreements have been or will be executed and delivered by the Sellers thereto. Subject to receipt of the Bankruptcy Consents, and assuming due authorization, execution and delivery by the Purchaser, this Agreement and the Ancillary Agreements Transaction Documents to which such Other Seller will constitute, be a party will constitute a legal, valid and binding obligation of such Other Seller, enforceable against such Person it in accordance with its respective terms, except to the extent that such enforceability may be limited by applicable principles of equity regarding the availability of remedies (whether in proceeding at law or in equity). (b) Subject to receipt of the Bankruptcy Consents (where applicable), the The execution, delivery and performance by each such Other Seller of this Agreement and the Ancillary Agreements (without giving effect Transaction Documents to Section 2.1.4 or to Section 2(f) of the Transition Services Agreement or any similar provision in this Agreement or the Ancillary Agreements) do not and which such Other Seller will be a party will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or result in the creation or imposition of any Lien upon any of the Assets, or (subject to the receipt of Consents in connection with the Assigned Contracts and other Consents expressly provided for herein) require any Consent or approval of any Person (other than the Regulatory Approvals and the Bankruptcy Consents) or other action by or declaration or notice to any Government Entity (other than the advance notice to the U.S. Defense Security Service pursuant to the Proxy Agreement) pursuant to (i) the articles, charter or by-laws of the relevant Sellerssuch Other Seller, (ii) any Material Contract to which the relevant such Other Seller is a party or to which any of their Assets are its assets is subject, (iii) any order of any Government Entity applicable to any such Other Seller or by which any of their its properties or Assets are bound or (iv) any Laws to which such Other Seller, or any of the Sellers or any of their Assets are owned by such Other Seller is subject, except, in the case of (ii), (iii), ) and (iv) above, for such defaults, violations violations, actions and notifications thatthat would not, individually or in the aggregate, have not materially hindered, delayed or impaired, and would not reasonably be expected to materially hinder, delay or impair, the performance by the Sellers of any of their obligations under this Agreement and the Ancillary Agreementshave a Material Adverse Effect.

Authorization; Binding Effect; No Breach. (a) Subject to the receipt of the Bankruptcy Consents (i) the Seller's execution, delivery and performance by of each Seller of this Agreement and the Ancillary Agreements has Transaction Document to which it is a party have been duly authorized by such Seller, (ii) this Agreement has been duly executed and delivered by the Sellers, and the Ancillary Agreements have been or will be executed and delivered by the Sellers thereto. Subject Each Transaction Document to receipt of the Bankruptcy Consents, and assuming due authorization, execution and delivery by the Purchaser, this Agreement and the Ancillary Agreements will constitute, which Seller is a legal, party constitutes a valid and binding obligation of such Seller, Seller which is enforceable against such Person in accordance with its respective terms. (b) Subject to receipt of . Except as set forth on the Bankruptcy attached Schedule 6.3 - Consents (where applicable)Schedule, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements (without giving effect to Section 2.1.4 or to Section 2(f) of the Transition Services Agreement or any similar provision in this Agreement or the Ancillary Agreements) Transaction Documents to which Seller is a party do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or (iii) result in the creation or imposition of any Lien upon any of the AssetsAcquired Assets under, (iv) give any third party the right to modify, terminate or accelerate any liability or obligation of Seller under, (v) result in a violation of, or (vi) require any Consent or approval (other than the Regulatory Approvals and the Bankruptcy Consents) authorization, consent, approval, exemption or other action by or declaration or notice to any Government Governmental Entity pursuant to (i) to, the articles, charter or by-laws bylaws of the relevant SellersSeller or any agreement, (ii) instrument or other document, or any Contract Legal Requirement, to which the relevant Seller is a party or to which any of their Assets are subject, (iii) any order of any Government Entity applicable to any Seller or by which any of their Assets are bound or (iv) any Laws to which any of the Sellers or any of their Assets are Seller's assets is subject. Without limiting the generality of the foregoing, exceptexcept as set forth on the attached Schedule 6.3 - Consents Schedule, in the case neither Seller nor any Affiliate of Seller has entered into any agreement, or is bound by any obligation of any kind whatsoever, directly or indirectly to transfer or dispose of (ii)whether by sale of stock or assets, assignment, merger, consolidation or otherwise) the Business or the Acquired Assets (iii)or any substantial portion thereof) to any Person other than Purchaser, and (iv) aboveSeller has not entered into any agreement, for such defaults, violations and notifications that, individually or in the aggregate, have not materially hindered, delayed or impaired, and would not reasonably be expected to materially hinder, delay or impair, the performance nor is it bound by the Sellers any obligation of any kind whatsoever, to issue any capital stock of their obligations under this Agreement and the Ancillary AgreementsSeller to any Person.

Authorization; Binding Effect; No Breach. (a) Subject to the receipt of the Bankruptcy Consents (i) the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements has been duly authorized by such Seller, (ii) this Agreement has been duly executed and delivered by the Sellers, and the Ancillary Agreements have been or will be executed and delivered by the Sellers thereto. Subject to receipt of the Bankruptcy Consents, and assuming due authorization, execution and delivery by the Purchaser, this Agreement and the Ancillary Agreements will constitute, a legal, valid and binding obligation of such Seller, enforceable against such Person in accordance with its respective terms. (b) Subject to receipt of the Bankruptcy Consents (where applicable)) and any other Consents expressly provided for herein, the execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements (without giving effect to Section 2.1.4 or to Section 2(f) of the Transition Services Agreement or any similar provision in this Agreement or the Ancillary Agreements) do not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or result in the creation or imposition of any Lien upon any of the Assets, or require any Consent or approval (other than the Regulatory Approvals and the Bankruptcy Consents) or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or by-laws of the relevant Sellers, (ii) any Contract to which the relevant Seller is a party or to which any of their Assets are subject, (iii) any order of any Government Entity applicable to any Seller or by which any of their Assets are bound or (iv) any Laws and to which any of the Sellers or any of their Assets are subject, except, in the case of (ii), (iii), and (iv) above, for such defaults, violations and notifications that, individually or in the aggregate, have not materially hindered, delayed or impaired, and would not reasonably be expected to materially hinder, delay or impair, the performance by the Sellers of any of their obligations under this Agreement and the Ancillary Agreements.,

Authorization; Binding Effect; No Breach. (a) Subject to the receipt of the Bankruptcy Consents (i) Consents, the execution, delivery and performance of this Agreement by each Seller of this Agreement and the Ancillary Agreements has been duly authorized by such Seller, (ii) this Agreement has been duly executed and delivered by the Sellers, and the Ancillary Agreements have been or will be executed and delivered by the Sellers thereto. Subject to receipt of the Bankruptcy Consents, and assuming due authorization, execution and delivery by the Purchaser, this Agreement and the Ancillary Agreements will constitute, constitute a legal, valid and binding obligation of such each Seller, enforceable against such Person it in accordance with its respective terms. (b) Subject to receipt Except as a result of the Bankruptcy Consents (where applicable)Proceedings, the execution, delivery and and, subject to the receipt of the Bankruptcy Consents, performance by each Seller of this Agreement and the Ancillary Agreements (without giving effect Transaction Documents to Section 2.1.4 which such Seller is, or to Section 2(f) of on the Transition Services Agreement or any similar provision in this Agreement or the Ancillary Agreements) Closing Date will be, a party do not and will not conflict with or result in a material breach of the terms, conditions or provisions of, constitute a material default under, result in a material violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or result in the creation or imposition of any Lien (other than a Permitted Encumbrance or Assumed Liability) upon any of the Acquired Assets, or require any Consent or approval (other than the Regulatory Antitrust Approvals and the Bankruptcy Consents) or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or charter, by-laws laws, partnership agreement or operating agreement of the relevant SellersSellers or any Acquired Entity, (ii) any Material Contract (assuming each Material Contract is an Assigned Contract) to which the relevant Seller is a party or to which any of their its Acquired Assets are is subject, (iii) any order of any Government Entity applicable material Order to which any Seller or by which any of their the Acquired Assets are bound subject, or (iv) any material Laws to which any of the Sellers Seller or any of their the Acquired Assets are subject, except, in the case of (ii), (iii), and (iv) above, for such defaults, violations and notifications that, individually or in the aggregate, have not materially hindered, delayed or impaired, and would not reasonably be expected to materially hinder, delay or impair, the performance by the Sellers of any of their obligations under this Agreement and the Ancillary Agreements.