Common use of Authorization, Validity and Non-Contravention Clause in Contracts

Authorization, Validity and Non-Contravention. This Agreement has been, and at the Closing the Ancillary Agreements to which Buyer is a party will have been, duly and validly executed and delivered by Buyer and, assuming the due execution thereof by Sellers and any other parties thereto, constitutes, or will constitute, in the case of such Ancillary Agreements to be executed at the Closing, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors interests and (b) the availability of equitable remedies (whether in a proceeding in equity or at law). Buyer has the requisite power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer is a party and to undertake and perform fully the transactions contemplated hereby and thereby. All necessary action has been taken by and on behalf of Buyer with respect to the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreements. Neither the execution and delivery of this Agreement and such Ancillary Agreements by Buyer nor the performance of its obligations hereunder or thereunder, as applicable, will (i) violate, conflict with or result in a breach of any Law or Orders binding on Buyer or Buyer’s Organization Documents or (ii) violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of, any Contracts to which Buyer is a party or by which Buyer is bound which would prevent the consummation by Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements to which Buyer is a party. Any reference to “Buyer” in this Section 3.3.2 shall be construed as a reference also to such of the Buyer’s Affiliates as are party to the Ancillary Agreements.

Authorization, Validity and Non-Contravention. This Agreement has been, and at the Closing the Ancillary Agreements to which Buyer is a party will have been, duly and validly executed and delivered by Buyer and, assuming the due execution thereof by Sellers Seller and any other parties thereto, constitutes, or will constitute, in the case of such the Ancillary Agreements to be executed at the Closing, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors interests and (b) the availability of equitable remedies (whether in a proceeding in equity or at law). Buyer has the requisite power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer is a party and to undertake and perform fully the transactions contemplated hereby and thereby. All necessary action has been taken by and on behalf of Buyer and its Affiliates with respect to the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreements. Neither the execution and delivery of this Agreement and such the Ancillary Agreements by Buyer nor the performance of its obligations hereunder or thereunder, as applicable, will (i) violate, conflict with or result in a breach of any Law or Orders binding on Buyer or Buyer’s Organization Documents articles of incorporation or (ii) violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of, any Contracts to which Buyer is a party or by which Buyer is bound which would prevent the consummation by Buyer of the transactions contemplated by this Agreement and the Ancillary Agreements to which Buyer is a party. Any reference to “Buyer” in this Section 3.3.2 shall be construed as a reference also to such of the Buyer’s Affiliates as are party to the Ancillary Agreements.

Authorization, Validity and Non-Contravention. This Agreement has been, and at or prior to the Closing the Ancillary Agreements to which Buyer is a Sellers are party will have been, duly and validly executed and delivered by Buyer each Seller, and, assuming the due execution thereof by Sellers Buyer and any other parties theretothereto and the consummation of the Divestiture Transactions, constitutes, or will constitute, in the case of such Ancillary Agreements to be executed at or prior to the Closing, the legal, valid and binding obligation of Buyereach Seller, enforceable against Buyer Sellers in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors creditors’ interests and (b) the availability of equitable remedies (whether in a proceeding in equity or at law). Buyer Each Seller has the requisite power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer it is a party and and, assuming the consummation of the Divestiture Transactions, to undertake and perform fully the transactions contemplated hereby and thereby. All necessary action has been taken by and on behalf of Buyer with respect to the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreements. Neither the execution and delivery of this Agreement and such Ancillary Agreements by Buyer Sellers, nor the performance of its their obligations hereunder or thereunder, as applicable, will (i) violate, conflict with or result in a breach of any Law Laws or Orders binding on Buyer Sellers or Buyer’s Organization Documents to which the Securities are subject or Sellers’ Organizational Documents, (ii) violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of, any Contracts to which Buyer is Sellers are a party or by which Buyer any of the Securities is bound which bound, except for any violation, conflict or breach that would prevent not reasonably be expected to be Material with respect to the consummation by Buyer right or ability of Sellers to sell the Securities or consummate any of the transactions contemplated by this Agreement and the or any Ancillary Agreements Agreement to which Buyer is Sellers are a partyparty or (iii) result in the creation or imposition of any Liens on the Securities. Any reference to “BuyerSellers” or “Seller” in this Section 3.3.2 3.1.2 shall be construed as a reference also to such of the Buyer’s Sellers’ Affiliates as are party to the Ancillary Agreements.

Authorization, Validity and Non-Contravention. This Agreement has been, and at the Closing the Ancillary Agreements to which Buyer is a party will have been, duly and validly executed and delivered by Buyer Seller and, assuming the due execution thereof by Sellers Buyer and any other parties thereto, constitutes, or will constitute, in the case of such the Ancillary Agreements to be executed at the Closing, the legal, valid and binding obligation of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors creditors’ interests and (b) the availability of equitable remedies (whether in a proceeding in equity or at law). Buyer Seller has the requisite power and authority to enter into this Agreement and the Ancillary Agreements to which Buyer is a party and to undertake and perform fully the transactions contemplated hereby and thereby. All necessary action has been taken by and on behalf of Buyer Seller and its Affiliates with respect to the authorization, execution, delivery and performance of this Agreement and the Ancillary Agreements. Neither the execution and delivery of this Agreement and such the Ancillary Agreements by Buyer Seller, nor the performance of its obligations hereunder or thereunder, as applicable, will (i) violate, conflict with or result in a breach of any Law Laws or Orders binding on Buyer Seller or Buyerto which the Shares are subject or Seller’s Organization Documents certificate of formation or limited liability company agreement, (ii) violate, conflict with or result in a breach or termination of, or otherwise give any contracting party additional rights or compensation under, or the right to terminate or accelerate, or constitute (with notice or lapse of time, or both) a default under the terms of, any Contracts to which Buyer Seller is a party or by which Buyer is bound which would prevent the consummation by Buyer any of the transactions contemplated by this Agreement and Shares is bound, or (iii) result in the Ancillary Agreements to which Buyer is a party. Any reference to “Buyer” in this Section 3.3.2 shall be construed as a reference also to such creation or imposition of any Liens on the Buyer’s Affiliates as are party to the Ancillary AgreementsShares.