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

Authorization; No Breach; Valid and Binding Agreement. Other than the Required Company Stockholder Consent, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by the Company does not and the consummation of the transactions contemplated hereby will not conflict with or result in any material breach of, constitute a material default under, result in a material violation of, or result in the creation of any material Lien upon any material assets of the Company or its Subsidiaries under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws or any agreement or instrument set forth on the attached Contracts Schedule, or any Law to which the Company or its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the Purchaser and Merger Sub, this Agreement constitutes a valid and binding obligation of the Company, 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. Other than Except as set forth on the Required Company Stockholder ConsentAuthorization Schedule, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action, and no other proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “"HSR Act”"), the execution, delivery and performance of this Agreement by the Company does not and the consummation of the transactions contemplated hereby will not conflict with (a) violate any Law applicable to the Company and its Subsidiaries, (b) violate the provisions of the Company's or its Subsidiaries' certificates or articles of formation or incorporation, bylaws or operating agreements, or (c) result in any material breach of, constitute a material default under, result in a material violation ofviolate, or result in the creation of any material Lien upon any material assets of the Company or its Subsidiaries under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws or any agreement or instrument set forth on the attached Contracts Schedule, except, in each case, for any such violations, breaches, defaults, or any Law Liens that has not had and would not reasonably be expected to which the Company or its Subsidiaries is subjecthave a Material Adverse Effect. Assuming that this Agreement is a valid and binding obligation of the Purchaser and Merger SubPurchaser, this Agreement constitutes a valid and binding obligation of the Company, 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. Other than the Required Company Stockholder Consent, the (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby Transaction have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule and except for the applicable requirements Agreement or any of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended other Transaction Documentation. (the “HSR Act”), the b) The execution, delivery delivery, performance and performance compliance with the terms and conditions of this Agreement by the Company does not and the consummation of the transactions contemplated hereby will Transaction by the Company do not and shall not (i) violate, conflict with or with, result in any material breach of, or constitute a material default under, result in a material violation of, or result in the creation under any of any material Lien upon any material assets of the Company or its Subsidiaries under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws (or equivalent organizational documents) of any agreement Group Company, (ii) violate or instrument set forth on the attached Contracts Scheduleresult in a breach of or constitute a violation or default under any Material Contract, or (iii) violate any Law to which any of the Company or its Subsidiaries Group Companies is subject. , except where the failure of any of the representations and warranties contained in clause (ii) or (iii) above to be true would not be material to the business of the Group Companies, individually or as a whole. (c) Assuming that this Agreement is a valid has been duly authorized, executed and binding obligation of delivered by the Purchaser and Merger Subother Parties hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsapplicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership, or other similar laws 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. Other than The Company has all requisite power and authority to execute and deliver this Agreement and the Required Company Stockholder Consenttransaction documents contemplated hereby and, subject to the filings, consents and approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on its the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”)3.03, the execution, delivery and performance of this Agreement by the Company does not and the consummation by the Company of the transactions contemplated hereby will do not conflict with or result in any material breach ofwith, constitute a material default under, result in a material breach or violation of, require any consent under, or result in the creation of any material Lien (other than Permitted Liens) upon any material assets of the Company or its Subsidiaries under, under (a) the provisions of the Company’s or its Subsidiaries’ certificates or articles certificate of formation or incorporation or bylaws or (b) any agreement or instrument set forth on the attached Contracts Schedule, or any Law contract to which the Company is party, except, in the case of clause (b), as would not have a material adverse effect on the Company or its Subsidiaries is subjectability to consummate the transactions contemplated hereby. Assuming This Agreement has been duly executed and delivered by the Company and, assuming that this Agreement is a valid and binding obligation of the Purchaser and Merger Subother parties hereto, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remediesremedies (the “Remedies Exception”).

Authorization; No Breach; Valid and Binding Agreement. Other than the Required Company Stockholder Consent, the (a) The execution, delivery and performance of this Agreement by the Company Seller and US Seller and the consummation by Seller and US Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part their respective parts are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule . (b) The execution and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by the Company does not Seller and US Seller and the consummation of the transactions contemplated hereby by Seller and US Seller do not and will not (i) violate, conflict with or with, result in any material breach of, or constitute a material default under, result in a material violation of, or result in the creation under any of any material Lien upon any material assets of the Company or its Subsidiaries under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws (or equivalent organizational documents) of any agreement Group Company, (ii) violate or instrument set forth on the attached Contracts Schedule, result in a breach of or constitute a violation or default under any Material Contract or (iii) violate any Law to which any of the Company or its Subsidiaries Group Companies is subject. , except where the failure of any of the representations and warranties contained in clauses (ii) or (iii) above to be true would not be material. (c) Assuming that this Agreement is a valid and binding obligation of the Purchaser and Merger SubPurchaser, this Agreement constitutes a valid and binding obligation of the CompanySeller and US Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy lawsLaws, other similar laws Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies.