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 the Seller is a party have been duly authorized by the Company and the Seller, as applicable, and no other corporate act or other proceeding on the part of the Company, its board of directors or the 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 of Company and Seller and constitutes a valid and binding obligation of each of the Company and Seller, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or Seller is a party, when executed and delivered by the Company or Seller, 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 Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Seller 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, Seller's or the Company's charter documents, bylaws or other constituent documents (including trust instruments), or any law, statute, rule or regulation to which the Company or Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or Seller is subject. Neither the Company nor 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 the Seller is a party have been duly authorized by the Company Sellers and the Seller, as applicableCompany, and no other corporate company act or other proceeding on the part of the Companysuch Persons, its board of directors or their stockholders, other than the Seller 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 of the Company and Seller Sellers and constitutes a valid and binding obligation of each of the Company and Sellersuch Person, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or Seller such Person is a party, when executed and delivered by the Company or Sellersuch 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 Seller Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or Seller such Person is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Seller 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 capital stock ’s equity interests or assets pursuant to, (d) give any third third-party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, 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 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, Seller's or each of Sellers’ and the Company's charter ’s respective organizational documents, certificates of incorporation, operating agreement, bylaws or other constituent documents (including trust instruments)documents, or any law, statute, rule or regulation to which the Company or Seller Sellers is subject, or any material agreement, contract, instrument, license, permitlease, note, bond , mortgage, indenture, Permit, order, judgment or decree to which the Company or Seller and/or Sellers is subject. Neither the Company nor 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 the Seller AsTraKel is a party have been duly authorized by the Company and the Seller, 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 the 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 of the Company and Seller Sellers and constitutes a valid and binding obligation of each of the Company and SellerSellers, 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 Sellersuch 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 Seller Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company or Seller any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company and Seller 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, Sellerthe Company's or the CompanyAsTraKel's charter documents, bylaws by-laws or other constituent documents (including trust instruments)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 Company 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 Company 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 the any Seller is a party have been duly authorized by the Company and the Sellersuch Seller(s), as applicable, and no other corporate act or other proceeding on the part of the Company, its board of directors or the 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 of Seller and the Company and Seller and constitutes a valid and binding obligation of each of Seller and the Company and SellerCompany, 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 Sellersuch 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 Seller 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 Seller 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, Seller's or the Company's charter documents, bylaws or other constituent documents (including trust instruments), or any law, statute, rule or regulation to which the Company or Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or Seller is subject. Neither the Company nor 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 the Seller is Companies are a party have been duly authorized by each of the Company and the Seller, 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 of the Seller 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 of Company the Companies and Seller Sellers and constitutes a valid and binding obligation of each of the Company Companies and SellerSellers, 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 Sellersuch 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 Seller Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company Companies or Seller any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Companies and Seller 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 Company's 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, Seller's or the Company's Companies' charter documents, bylaws or other constituent documents (including trust instruments)documents, or any law, statute, rule or regulation to which any of the Company Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company Companies or any Seller is subject. Neither None of the Company nor 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 the Seller is Companies are a party have been duly authorized by the Company and the Seller, as applicableCompanies, and no other corporate act or other proceeding on the part of the Company, its board of directors Companies or the 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 of Company the Companies and Seller Sellers and constitutes a valid and binding obligation of each of the Company Companies and SellerSellers, 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 Sellersuch 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 Seller Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company Companies or Seller any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company Companies and Seller 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 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, Seller's or the Company's charter Companies' organizational documents, bylaws or other constituent documents (including trust instruments), or any law, statute, rule or regulation to which the Company Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company Companies or any Seller is subject. Neither of the Company 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 Buyer Buyers and its Affiliates) regarding Company Transactions.