Common use of AUTHORIZATION; NO INCONSISTENT AGREEMENTS Clause in Contracts

AUTHORIZATION; NO INCONSISTENT AGREEMENTS. (a) The Sellers have the full individual or entity power and authority to enter into and execute and deliver this Agreement and all other certificates, agreements or documents contemplated herein, to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. This Agreement and all transactions required hereunder to be performed by the Sellers have been duly and validly authorized and approved by all necessary entity action on the part of the Sellers. This Agreement constitutes, and when executed and delivered all other certificates, agreements or documents contemplated herein will constitute, the valid and legally binding obligation of the Sellers, subject to general equity principles, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or similar Laws affecting the rights of creditors generally. (b) The execution and delivery by the Sellers of this Agreement and the other agreements contemplated hereby to which the Sellers are a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers, does not and shall not (i) conflict with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in the creation of any Encumbrance upon the Sellers' assets or Encumbrance upon the Interests pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a material violation of, or (vi) require any authorization, consent, approval, exemption or other action, by or notice or declaration to, or filing with, any third party or any Governmental Authority pursuant to any Law to which the Sellers are subject, or any agreement, instrument, order, judgment or decree to which the Sellers are subject.

AUTHORIZATION; NO INCONSISTENT AGREEMENTS. (a) The Sellers have Purchaser has the full individual or entity power and authority to enter into and make, execute and deliver perform this Agreement Agreement, the other Transaction Documents to which it is a party, and all other certificates, agreements or documents contemplated herein, to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereunder hereby and thereunderthereby. This Agreement Agreement, the other Transaction Documents to which it is a party, and all transactions required hereunder and thereunder to be performed by the Sellers Purchaser have been duly and validly authorized and approved by all necessary entity action on the part of the SellersPurchaser. This Agreement constitutes, and when the other Transaction Documents to which it is a party have been duly and validly executed and delivered all on behalf of Purchaser by its duly authorized officers, and this Agreement and the other certificates, agreements or documents contemplated herein will constitute, Transaction Documents to which it is a party constitute the valid and legally binding obligation of the SellersPurchaser enforceable against Purchaser, subject to general equity principles, enforceable each in accordance with its terms, except as the same enforceability may be limited by bankruptcy, insolvency, reorganization, reorganization or similar Laws affecting the rights of creditors generally. (b) The . Neither the execution and delivery of this Agreement or the other Transaction Documents to which it is or will be a party, nor the consummation of the transactions hereby or thereby contemplated, will constitute a violation or breach of (i) the certificate of formation of Purchaser (or similar governing document), (ii) any provision of any contract or other instrument to which Purchaser is a party or by which any of the Sellers assets of Purchaser may be affected or secured, or (iii) any order, writ, injunction, decree, statute, rule or regulation to which Purchaser is subject, except any violation or breach under clauses (ii) or (iii) that would not reasonably be expected to materially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement and the other agreements contemplated hereby Transaction Documents to which it is or will be a party or to fulfill its obligations hereunder and thereunder. Except as set forth on Schedule 5.2 or the Sellers are a partyrequirements of the HSR Act or other Antitrust Laws, the execution, delivery and performance of this Agreement by Purchaser and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers, does not and shall not (i) conflict with or result in a material breach consummation of the termstransactions contemplated by this Agreement do not require the consent, conditions approval or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in the creation of any Encumbrance upon the Sellers' assets or Encumbrance upon the Interests pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a material violation action of, or (vi) require any authorization, consent, approval, exemption or other action, by filing with or notice or declaration to, or filing with, any third party or to any Governmental Authority pursuant or other third party by Purchaser, except where the failure to any Law obtain such consent, approval or action or make such filing or notice would not reasonably be expected to materially impair the ability of Purchaser to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which the Sellers are subject, it is a party or any agreement, instrument, order, judgment or decree to which the Sellers are subjectfulfill its obligations hereunder and thereunder.

AUTHORIZATION; NO INCONSISTENT AGREEMENTS. (a) The Sellers have Seller has the full individual or entity power and authority to enter into and execute and deliver this Agreement and all other certificates, agreements Transaction Documents to which it is or documents contemplated hereinwill be a party, to perform their respective its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder, including the sale of the Interests. This Agreement and the other Transaction Documents to which it is or will be a party and all transactions required hereunder and thereunder to be performed by Seller, including the Sellers sale of the Interests, have been duly and validly authorized and approved by all necessary entity action on the part of the SellersSeller. This Agreement constitutes, and when executed and delivered all other certificates, agreements Transaction Documents to which it is or documents contemplated herein will be a party will constitute, the valid and legally binding obligation of the SellersSeller, subject to general equity principles, each enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium, reorganization or similar Laws affecting the rights of creditors generally. (b) The execution and delivery by the Sellers Seller of this Agreement and the other agreements contemplated hereby Transaction Documents to which the Sellers are Seller is or will be a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the SellersSeller, does do not and shall not not (i) contravene, conflict with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in the creation of any Encumbrance upon the Sellers' any of Seller’s assets or Encumbrance upon the Interests or any assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a material violation of, or (vi) require any authorization, consent, approval, exemption or other action, by or notice or declaration to, or filing with, any third party or any Governmental Authority pursuant to under any Law to which term or provision of (in all cases): (x) the Sellers are subjectcertificate of formation or limited liability company agreement of Seller, (y) any Law, or (z) any agreement, instrument, order, judgment or decree to which the Sellers are subjectSeller is subject or bound.