Common use of Binding Effect and Noncontravention Clause in Contracts

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) Each of this 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, been duly executed and delivered by Buyer andSeller and constitutes, assuming due execution and delivery by each of the other parties thereto Transaction Document to which Seller is a party when executed and constitute delivered will constitute, a valid and binding obligations obligation of BuyerSeller, enforceable against Buyer Seller in accordance with their its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (b) The execution, execution and delivery and performance by Buyer of this Agreement and Seller of each other of the Transaction Document Documents to which Buyer Seller is a party do not not, and the consummation of the Contemplated Transactions will not not, (i) violate any Legal Requirement material Law to which Buyer Seller is subject or the certificate any provision of formation or limited liability company agreement of Buyerits 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, modify or cancel, cancel or require any notice under any material agreement, contract, lease, license, instrument, instrument or other arrangement to which Buyer Seller is a party or by which Buyer Seller is bound or to which the assets of Buyer is Seller are subject, (iii) result in the creation of any Lien (other than Permitted Liens) on any assets of Buyer, the Purchased Securities or (iv) except as set forth on Schedule 2.7(a)(viii), require any authorization, consent, approvalrelease, filing (other than filings in the normal course of business of Buyer)waiver, registration approval or notice by or to to, or registration, declaration or filing with, any Person, which, in any such case, would reasonably be expected to have a Material Adverse Effect on Buyer.

Binding Effect and Noncontravention. (a) Each of this 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, been duly executed and delivered by Buyer andPurchaser and constitutes, assuming due execution and delivery by each of the other parties thereto Transaction Document to which Purchaser is a party when executed and constitute delivered will constitute, a valid and binding obligations obligation of BuyerPurchaser, enforceable against Buyer Purchaser in accordance with their terms its 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)the Enforceability Exceptions. (b) The execution, delivery and performance by Buyer Purchaser of this Agreement and of each other the Transaction Document Documents to which Buyer Purchaser is a party do not and will not (i) conflict with, breach, violate or constitute a default under (or an Event that with or without notice, lapse of time or both would conflict with, breach, violate or constitute a default under) any Legal Requirement Law to which Buyer Purchaser is subject or the certificate of formation or limited liability company agreement of Buyerits 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, modify or cancel, cancel or require any notice under any agreement, contract, lease, license, instrument, material Contract or other material arrangement to which Buyer each of Purchaser is a party or by which Buyer Purchaser is bound or to which the Purchaser’s assets of Buyer is are subject, (iii) result in the creation of any Lien on any assets of Buyereach of Purchaser, or (iv) require any authorization, the consent, approvalauthorization or approval of, filing (other than filings or require any notification to, any Person that is necessary for the consummation of the Transactions, except in each case as would not materially affect the normal course of business of Buyer), registration or notice by or Purchaser’s ability to any Person, whichconsummate the contemplated Transactions, in any such each case, except where such violation, breach, default, creation, requirement or result would reasonably be expected to not have a Material Adverse Effect material adverse effect on BuyerPurchaser or Purchaser’s ability to consummate the Closing.

Binding Effect and Noncontravention. (a) Each of this This Agreement has been, and upon execution and delivery, the other Transaction Documents to which the Buyer or Merger Sub 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 the Buyer and, assuming due execution and delivery by each of the other parties thereto and constitute Merger Sub. (b) Each Transaction Document to which Buyer or Merger Sub is a party constitutes a valid and binding obligations obligation of Buyersuch entity, enforceable against Buyer such entity in accordance with their terms its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally or generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (bc) The execution, delivery and performance by each of Buyer and/or Merger Sub of this Agreement and of each other the Transaction Document Documents to which Buyer such entity is a party do not and will not (i) violate or conflict with any Legal Requirement to which Buyer or Merger Sub is subject or the certificate of formation its respective charter or limited liability company agreement of Buyerbylaws, (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 such entity is a party or by which Buyer such entity is bound or to which the such entity's assets of Buyer is are subject, (iii) result in the creation of any Lien on any assets of BuyerBuyer or Merger Sub, or (iv) require any authorization, consentconsent or approval of, approval, filing (or exemption or other than filings in the normal course of business of Buyer), registration action by or declaration or notice by or to any Person, which, in any such case, would reasonably be expected to have a Material Adverse Effect on Buyerthird Person or Government Entity.

Binding Effect and Noncontravention. (a) Each of this Agreement and the other Transaction Documents Document to which Buyer such Seller 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 constitutes a valid and binding obligations obligation of Buyer, such Seller which is enforceable against Buyer such Seller in accordance with their terms its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally or generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). (b) The Except as set forth on the attached Conflicts Schedule, the execution, delivery and performance by Buyer of this Agreement and of each other the Transaction Document Documents to which Buyer such Seller is a party do not and will not shall not: (i) violate any Legal Requirement to which Buyer is subject conflict with or the certificate of formation or limited liability company agreement of Buyer, (ii) conflict with, result in a breach of the terms, conditions or provisions of, , (ii) constitute a default under, under or result in a violation of, (iii) result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, cancel any liability 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 obligation of Buyer is subject, (iii) result in the creation of any Lien on any assets of Buyer, or such Seller under, (iv) or require any authorization, consent, approval, filing (exemption or other than filings in the normal course of business of Buyer), registration action by or declaration or notice by or to any Personthird Person or Government Entity pursuant to (except for the filing of the Certificate of Merger with the Delaware Secretary of State), (A) the certificate of incorporation or bylaws of such Seller, whichif applicable, in (B) any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, Legal Requirement or other restriction of any Government Entity, to which such caseSeller is subject, would reasonably be expected or (C) any material agreement, indenture, mortgage or instrument to have a Material Adverse Effect on Buyerwhich such Seller is bound or by which such Seller is affected.

Binding Effect and Noncontravention. (a) Each of this Agreement Assuming due and the other Transaction Documents to which Buyer is a party has beenvalid authorization, 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 the Buyer, each of the other parties thereto and constitute Transaction Document to which each Seller is a party constitutes, or when executed will constitute, a valid and binding obligations obligation of Buyer, such Seller enforceable against Buyer such Seller in accordance with their terms its terms, except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium moratorium, or other similar laws Laws affecting creditors’ rights generally or and (ii) applicable equitable principles (whether considered in a proceeding at law Law or in equity). (b) The Except as otherwise set forth on Section 3.2(b) of the Seller Disclosure Schedule, the execution, delivery and performance by Buyer each Seller of this Agreement and of each other the Transaction Document Documents to which Buyer such Seller is a party and the consummation of Transactions do not and will shall not (with or without notice or lapse of time or both): (i) violate result in the imposition of any Legal Requirement to which Buyer is subject Lien upon any of the properties or assets of such Seller or the certificate of formation or limited liability company agreement of Buyer, Company; (ii) conflict with, result in a violation of, result in a breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, result in or give rise to any rights of notice, payment, termination, amendment, modification, acceleration or cancellation of or loss of any benefit under, any of the acceleration ofterms, create in conditions or provisions of any party the right to accelerateLaw, terminatePermit, modify, Order or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement Contract to which Buyer is a party such Seller or by which Buyer is bound any of its properties or to which the assets of Buyer is subject, ; or (iii) result in the creation of any Lien on any assets of Buyer, or (iv) require any authorization, consentconsent or approval of or by any Government Entity, approval, filing (other than filings except in the normal course cases of business subsection (ii) where such would materially adversely affect the ability of Buyer), registration or notice by or the Seller to any Person, which, in any such case, would reasonably be expected to have a Material Adverse Effect on Buyerconsummate the Transactions.