Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party have been duly authorized by the Company and such Seller(s), as applicable, and no other corporate act or other proceeding on the part of the Company, its board of directors or any Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller and the Company and constitutes a valid and binding obligation of each Seller and the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the Company or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR Act, the execution and delivery by the Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of,

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is Companies are a party have been duly authorized by each of the Company and such Seller(s), as applicableCompanies, and no other corporate act or other proceeding on the part of the Company, its board Companies or the boards of directors or any Seller of the Companies is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller of the Companies and the Company Sellers and constitutes a valid and binding obligation of each Seller of the Companies and the CompanySellers, enforceable against each in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company Companies or any Seller is a party, when executed and delivered by the Company Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR Act, the execution and delivery by the Company Companies and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company Companies or any Seller Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Companies and Sellers do not and shall will not (a) conflict with or result in a breach of the terms, conditions or provisions of,, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon any of the Companies' capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, the Companies' charter documents, bylaws or other constituent documents, or any law, statute, rule or regulation to which any of the Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. None of the Companies or any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller AsTraKel is a party have been duly authorized by the Company and such Seller(s), as applicableAsTraKel, and no other corporate act or other proceeding on the part of the Company, its AsTraKel, or their respective board of directors or any Seller stockholders is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller and of the Company and Sellers and constitutes a valid and binding obligation of each Seller of the Company and the CompanySellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the Company or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR ActSCHEDULE, the execution and delivery by the Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of,, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, the Company's or AsTraKel's charter documents, by-laws or other constituent documents, or any law, statute, rule or regulation to which the Company or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any Seller is subject. Neither the Company nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Seller Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Seller Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party have been duly authorized by the Company and such Seller(s), as applicableCompany, and no other corporate act or other proceeding on the part of the Company, Company or its board of directors or any Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller of Company and the Company Sellers and constitutes a valid and binding obligation of each Seller of the Company and the CompanySellers, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws attaching creditors rights generally and by general principles of equity, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the Company or such Seller(s)Sellers, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR ActSCHEDULE, the execution and delivery by the Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of,, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company's or any of its Subsidiaries' capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, (x) the Company's charter documents, bylaws or other constituent documents, or (y) any law, statute, rule or regulation to which the Company or any Seller is subject, or (z) any agreement, instrument, license, permit, order, judgment or decree to which the Company or any Seller is subject, except where such breach, default, Lien, violation or failure to receive authorization would not have a Material Adverse Effect. Neither the Company nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which each of Sellers or the Company or any Seller is a party have been duly authorized by Sellers and the Company and such Seller(s), as applicableCompany, and no other corporate company act or other proceeding on the part of the Companysuch Persons, its board of directors or any Seller their stockholders, other than the GlobalOptions Group Stockholder Approval, is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller and of the Company and Sellers and constitutes a valid and binding obligation of each Seller and the Companysuch Person, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller such Person is a party, when executed and delivered by the Company or such Seller(s)Person, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective termsterms (in each case, subject to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity). Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR ActRestrictions Schedule, the execution and delivery by the Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller such Person is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Sellers such Person do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of,, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Company’s equity interests or assets pursuant to, (d) give any third-party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third-party or any court or administrative or regulatory or governmental body or agency or commission or tribunal or arbitral body (each, a “Governmental Entity”), pursuant to, each of Sellers’ and the Company’s respective organizational documents, certificates of incorporation, operating agreement, bylaws or other constituent documents, or any law, statute, rule or regulation to which the Company or Sellers is subject, or any material agreement, contract, instrument, license, lease, note, bond , mortgage, indenture, Permit, order, judgment or decree to which the Company and/or Sellers is subject.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or any Seller is Companies are a party have been duly authorized by the Company and such Seller(s), as applicableCompanies, and no other corporate act or other proceeding on the part of the Company, its board of directors Companies or any Seller their partners is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Seller of the Companies and the Company Sellers and constitutes a valid and binding obligation of each Seller of the Companies and the CompanySellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company Companies or any Seller is a party, when executed and delivered by the Company Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE and except for any filing, notice or authorization required pursuant to the HSR ActSCHEDULE, the execution and delivery by the Company Companies and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company Companies or any Seller Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Companies and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of,, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership interests or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, the Companies' organizational documents, or any law, statute, rule or regulation to which the Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. Neither of the Companies nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyers and its Affiliates) regarding Company Transactions.