Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents to which Buyer is a party has been, or to the extent such Transaction Documents are required by this Agreement to be delivered at Closing, will at or prior to Closing be, duly executed and delivered by Buyer and, assuming due execution and delivery by each of the other parties thereto and constitute valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by Buyer of this Agreement and of each other Transaction Document to which Buyer is a party do not and will not (i) violate any Legal Requirement to which Buyer is subject or the certificate of formation or limited liability company agreement of Buyer, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which Buyer is bound or to which the assets of Buyer is subject, (iii) result in the creation of any Lien on any assets of Buyer, or (iv) require any authorization, consent, approval, filing (other than filings in the normal course of business of Buyer), registration or notice by or to any Person, which, in any such case, would reasonably be expected to have a Material Adverse Effect on Buyer.
Binding Effect and Noncontravention. (a) This Agreement and each Ancillary Agreement which each Seller is a party constitutes a valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by each Seller of this Agreement and the Ancillary Agreements to which he or it is a party and the consummation of transactions contemplated thereby do not and shall not (with or without notice or lapse of time or both): (i) result in the imposition of any Lien upon any of the properties or assets which would be materially adverse to the Company and its Subsidiaries, taken as a whole, (ii) except as set forth on Schedule 3A.3(b) of the Disclosure Schedule, cause the acceleration or material modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which such Seller is a party or by which such Seller is bound, in each case which would be materially adverse to the Company and its Subsidiaries, taken as a whole, (iii) result in a material breach or material violation by such Seller of any of the terms, conditions or provisions of any Law or order to which such Seller or any of his or its properties or assets is subject; or (iv) except as set forth on Schedule 3A.3(b) of the Disclosure Schedule, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third person of Government Authority except for such consents, authorizations, exemptions, actions or approvals which would not be materially adverse to the Company and its Subsidiaries, taken as a whole.
Binding Effect and Noncontravention. (a) Each Transaction Document to which the Seller is a party constitutes a valid and binding obligation of the Seller enforceable against the Seller in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and the availability of equitable remedies).
(b) Each Transaction Document to which any of the Companies is a party constitutes a valid and binding obligation of such Company enforceable against such Company in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and the availability of equitable remedies).
(c) The execution, delivery and performance by the Seller of the Transaction Documents to which he is a party and the consummation of transactions contemplated thereby do not and shall not (with or without notice or lapse of time or both): (i) result in the imposition of any Lien upon any of the properties or assets of the Seller; (ii) cause the acceleration or modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which the Seller is a party or by which the Seller is bound; or (iii) result in a breach or violation by the Seller of any of the terms, conditions or provisions of any Law applicable to the Seller.
(d) The execution, delivery and performance by each Company of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and shall not (with or without notice or lapse of time or both): (i) conflict with or result in a breach of the terms, conditions or provisions of such Company’s articles of incorporation of bylaws; (ii) result in the imposition of any Lien upon any of the properties or assets of such Company; (iii) cause the acceleration or modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which such Company is a party or by which such Company is bound; (iii) result in a breach or violation by such Company of any of the terms, conditions or provisions of any Law applicable to such Company; or (iv) except as otherwise set forth in Section 4.2 of the Company Dis...
Binding Effect and Noncontravention. (a) This Agreement has been duly executed and delivered by Buyer and constitutes, and each other Transaction Document to which Buyer is a party when executed and delivered will constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party do not (i) violate any material Legal Requirement to which Buyer is subject or its charter or bylaws or equivalent organizational documents, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other material arrangement to which Buyer is a party or by which Buyer is bound or to which Buyer’s assets are subject, (iii) result in the creation of any Lien on any assets of Buyer, or (iv) require any Consent by or to any Person.
Binding Effect and Noncontravention. (a) This Agreement has been duly executed and delivered by Parent and Buyer and constitutes, and each other Transaction Document to which Parent or Buyer is a party when executed and delivered will constitute, a valid and binding obligation of Buyer or Parent, as applicable, enforceable against Parent or Buyer, as applicable in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by Buyer and Parent of the Transaction Documents to which it is a party do not (i) violate any material Legal Requirement to which Buyer is subject or its charter or bylaws or equivalent organizational documents, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other material arrangement to which Buyer or Parent is a party or by which Buyer or Parent is bound or to which Buyer’s or Parent’s assets are subject, or (iii) require any authorization, consent, approval or notice by or to any Government Entity.
(c) No consent or approval by, notification to or filing with any Person is required in connection with Buyer’s or Parent’s execution, delivery or performance of this Agreement or any Transaction Document or Buyer’s or Parent’s consummation of the transactions contemplated herein or therein.
Binding Effect and Noncontravention. (a) Each Transaction Document to which Purchaser is a party constitutes, or when executed will constitute, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and the availability of equitable remedies).
(b) The execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not and shall not (with or without notice or lapse of time or both): (i) conflict with or result in a breach of the terms, conditions or provisions of the certificate of formation or operating agreement of Purchaser; (ii) cause the acceleration or modification of any obligation under, create in any party the right to terminate, constitute a default or breach of, or violate or conflict with the terms, conditions or provisions of any Contract to which Purchaser is a party or is bound; (iii) result in a breach or violation by Purchaser of any of the terms, conditions or provisions of any Law applicable to Purchaser.
(c) The shares representing the Stock Consideration will be, when issued, duly authorized, validly issued and non-assessable.
Binding Effect and Noncontravention. (a) The Transaction Documents to which each Company is a party, when executed and delivered by the applicable company, will constitute a valid and binding obligation of such company, enforceable against such company in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution and delivery by each Company of each of the Transaction Documents to which it is a party do not, and the consummation of the Contemplated Transactions will not, (i) violate any Law to which any Acquired Company is subject or any provision of such Acquired Company’s Organizational Documents, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any Material Contract to which an Acquired Company is a party or by which an Acquired Company is bound or to which an Acquired Company’s assets are subject, (iii) except as set forth on Schedule 2.7(a)(viii), result in the creation of any Lien (other than Permitted Liens) on any assets of any Acquired Company, or (iv) except as set forth on Schedule 2.7(a)(viii), require any authorization, consent, release, waiver, approval or notice by or to, or registration, declaration or filing with, any Person or Government Entity.
Binding Effect and Noncontravention. (a) This Agreement has been duly executed and delivered by Purchaser and constitutes, and each other Transaction Document to which Purchaser is a party when executed and delivered will constitute, a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by Purchaser of the Transaction Documents to which it is a party do not (i) violate any material Law to which Purchaser is subject or its Organizational Documents or (ii) except as set forth on Schedule 2.7(b)(v), require any authorization, consent, release, waiver, approval or notice by or to, or registration, declaration or filing with, any Person.
Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents to which Seller is a party has been, or to the extent such Transaction Documents are required by the terms of this Agreement to be delivered at Closing, will at or prior to Closing be, duly executed and delivered by Seller and, assuming due execution and delivery by each of the other parties thereto, constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by Seller of this Agreement and of each other Transaction Document to which Seller is a party do not and will not (i) violate any Legal
Binding Effect and Noncontravention. (a) Each Transaction Document to which the Purchaser is a party constitutes a valid and binding obligation of the Purchaser which is enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity).
(b) The execution, delivery and performance by the Purchaser of the Transaction Documents to which the Purchaser is a party do not and shall not: (i) conflict with or result in a breach of the terms, conditions or provisions of; (ii) constitute a default under or result in a violation of; or (iii) require any authorization, consent, approval, exemption or other action by or declaration or notice to any third Person or Government Entity pursuant to (except for the applicable requirements of the HSR Act), (x) the charter or bylaws of the Purchaser, (y) any agreement, instrument, or other document, or any Legal Requirement to which the Purchaser is a party or to which any of its assets is subject, or (z) to Purchaser’s knowledge, any constitution, statute, regulation, rule, injunction, judgment, order, legal requirement or other restriction of any Government Entity, to which the Purchaser or any of its assets is subject.
