Common use of Authorization; No Breach; Valid and Binding Agreement Clause in Contracts

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on the part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. (b) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not violate any provisions of the Seller’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not: (i) conflict with, constitute a default under, result in a breach or violation of, or result in the creation of any Lien upon the Company Shares under, the provisions of any material contract to which the Seller is party or (ii) violate or result in a breach of any Law or Permit applicable to the Seller, except as would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (d) This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other proceedings on the part of the Seller Purchaser are necessary to authorize the execution, delivery or performance of this Agreement. (b) The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby do not and will not violate any provisions of the SellerPurchaser’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby do not and will not: (i) not conflict with, constitute a default under, result in a breach or violation of, of or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Company Shares Purchaser under, the provisions of any material contract to which the Seller Purchaser is party or (ii) violate or result in a breach of any Law or Permit applicable to the Sellerparty, except as would not have a material adverse effect on the Seller’s Purchaser or its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (d) This Agreement has been duly executed and delivered by the Seller Purchaser and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the SellerPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Purchaser has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the filings, consents and approvals described in Section 4.03, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Seller Purchaser are necessary to authorize the execution, delivery or performance of this Agreement. (b) . The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby do not and will not violate any provisions of the Seller’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not: (i) conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Company Shares Purchaser under, the provisions of the Purchaser’s certificate or article of incorporation or formation, bylaws or limited liability company agreement (or equivalent organizational documents) or any material contract to which the Seller Purchaser is party or (ii) violate or result in a breach of any Law or Permit applicable to the Sellerparty, except as would not have a material adverse effect on the Seller’s Purchaser or its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (d) . This Agreement has been duly executed and delivered by the Seller Purchaser and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the SellerPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesRemedies Exception.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement the Related Documents by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other proceedings on the part of the Seller Purchaser are necessary to authorize the execution, delivery or performance of this AgreementAgreement or any Related Document. (b) The execution, delivery and performance of this Agreement and the Related Documents by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby do not and will not violate any provisions of the Seller’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not: (i) conflict with, constitute a default under, result in a breach or violation of, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Company Shares under, Purchaser under (i) the provisions of the Purchaser’s Organizational Documents, (ii) subject to expiration or termination of the applicable waiting periods, if any, under the HSR Act and any material contract other applicable antitrust Laws, any applicable Law, judgment, decree or order, or (iii) any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement, mortgage, instrument of Indebtedness or other arrangement to which the Seller Purchaser is party or (ii) violate or result in a breach of any Law or Permit applicable to the Sellerparty, except as would not have a material adverse effect on the Seller’s Purchaser or its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (d) . This Agreement has been duly executed and delivered by the Seller Purchaser and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the SellerPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. (b) The . Except as set forth on Schedule 5.02, the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not violate any provisions of the Seller’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not: (i) conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Company Shares Seller under, the provisions of the Seller’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party or (ii) violate or result in a breach of any Law or Permit applicable to the Sellerparty, except as would not have a material adverse effect on the Seller’s Seller or its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (d) . This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesRemedies Exception.

Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Seller Purchaser and Merger Sub and the consummation by the Seller Purchaser and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate or organizational action, as applicable, and no other proceedings on the part of the Seller Purchaser or Merger Sub are necessary to authorize the their execution, delivery or performance of this AgreementAgreement or the Related Documents. (b) The execution, delivery and performance of this Agreement and the Related Documents by the Seller Purchaser and Merger Sub, and the consummation by the Seller Purchaser and Merger Sub of the transactions contemplated hereby and thereby do not and will not violate any provisions of the Seller’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not: (i) conflict with, constitute a default under, result in a breach or violation of, or result in the creation of any Lien (other than Permitted Liens) upon (i) any assets of the Company Shares underPurchaser or Merger Sub, (ii) the provisions of the Purchaser’s or Merger Sub’s certificate of incorporation, certificate formation, bylaws or other similar governing documents, or (iii) any material contract Contract to which the Seller Purchaser or Merger Sub is party or (ii) violate or result party, in a breach of any Law or Permit applicable to the Sellereach case, except as would not have a material adverse effect on the Seller’s Purchaser or Merger Sub or the ability to perform its obligations under this Agreement of the Purchaser or Merger Sub to consummate the transactions contemplated hereby. (dc) This Agreement has been duly executed and delivered by the Seller Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the other parties heretoStockholder Representative, constitutes a valid and binding obligation of the SellerPurchaser and Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The executionEach of the Purchaser and the Merger Sub has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which each is a party, to perform its respective obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Except as set forth on Schedule 5.02 to this Agreement, the execution and delivery and performance of this Agreement and the other Transaction Documents by the Seller Purchaser and the Merger Sub, and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on the part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. (b) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and will not violate any provisions of the Seller’s Organizational Documents. (c) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not and thereby will not: (ia) violate any provision of the Organizational Documents of Purchaser or the Merger Sub; (b) conflict withwith or result in any violation of any material applicable Law of any Governmental Entity applicable to the Purchaser, the Merger Sub, or any of their respective properties, rights, or assets; (c) result in any material breach of, or constitute a material default (or an event which would, with the passage of time or the giving of notice or both, constitute a default material default) under, result in or give rise to a breach right to terminate any material contract of the Purchaser or violation the Merger Sub; or (d) require any consent, approval, authorization or permit of, or result in the creation of filing with or notification to any Lien upon the Company Shares under, the provisions of any material contract to which the Seller is party or (ii) violate or result in a breach of any Law or Permit applicable to the Seller, except as would not have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. (d) This Agreement has been duly executed and delivered by the Seller and, assuming Governmental Entity. Assuming that this Agreement is a valid and binding obligation of the other parties heretoCompany, this Agreement constitutes a valid and binding obligation of the SellerPurchaser and the Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited subject to the Enforceability Exceptions. The execution, delivery, and performance of this Agreement and the International Brand Rights License, and the consummation of the transactions contemplated hereby and thereby have been disclosed to and duly and validly approved by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles the Board of equity affecting Directors of the availability of specific performance and other equitable remediesPurchaser.