Common use of Binding Effect and Noncontravention Clause in Contracts

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 Disclosure Schedule, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third Person or Government Entity.

Binding Effect and Noncontravention. (a) Each Transaction Document to which the Seller Company is a party constitutes a valid and binding obligation of the Seller Company enforceable against the Seller Company in accordance with their respective terms its terms, except as such enforceability may be limited by (subject to i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally generally, and the availability of (ii) applicable equitable remediesprinciples (whether considered in a proceeding at law or in equity). (b) Each Transaction Document to which any Except as set forth in Section 4.2(b)(i) 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 bankruptcyDisclosure Schedule, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and the availability of equitable remedies). (c) The execution, delivery delivery, and performance by the Seller Company of the Transaction Documents to which he the Company is a party and the consummation of transactions the Transactions contemplated thereby hereby do not and shall will not (with or without notice or the giving of notice, the lapse of time or both): (i) conflict with or result in a breach of the terms, conditions, or provisions of the certificate of incorporation or bylaws of the Company; (ii) result in the imposition of any Lien upon any of the properties or assets of the Seller; (ii) Company, 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 the Seller Company is a party or by which the Seller Company is bound; or (iii) , in each case, other than to the extent it would not 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 boundMaterial Adverse Change; (iii) result in a material breach or material violation by such the Company of any of the terms, conditions or provisions of any Law applicable or Order to such Companywhich the Company or the Business is subject; or (iv) except as otherwise set forth in Section 4.2 of for compliance with and filings under the Company Disclosure ScheduleHSR Act, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third Person or Government Entity. Section 4.2(b)(ii) of the Company Disclosure Schedule sets forth all consents, waivers, and other approvals and actions that are required in connection with the Transactions under any Material Contract due to the F&H LLC Merger. Section 4.2(b)(iii) of the Company Disclosure Schedule sets forth all consents, waivers, and other approvals and actions that are required in connection with the Transactions under any Material Contract other than due to the F&H LLC Merger. The Company is not in breach of its certificate of incorporation or bylaws.

Binding Effect and Noncontravention. (a) Each Transaction Document to which the any Seller is a party constitutes a valid and binding obligation of the such Seller enforceable against the such 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 Company is a party constitutes a valid and binding obligation of such the Company enforceable against such the 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 each Seller of the Transaction Documents to which he 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 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 the 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 bylawsthe Company Organizational Documents; (ii) result in the imposition of any Lien upon any of the properties or assets of such the 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 the Company is a party or by which such the Company is bound; (iii) result in a breach or violation by such the Company of any of the terms, conditions or provisions of any Law applicable to such the Company; or (iv) except as otherwise set forth in Section 4.2 of the Company Disclosure Schedule, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third Person or Government Entity.

Binding Effect and Noncontravention. (a) Each Transaction Document to which the Seller Buyer or a Designated Affiliate is a party constitutes constitutes, or when executed will constitute, a valid and binding obligation of the Seller Buyer or such Designated Affiliate enforceable against the Seller Buyer or such Designated Affiliate in accordance with their respective terms its terms, except as such enforceability may be limited by (subject to i) applicable insolvency, bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting creditors’ rights generally generally, and the availability of (ii) applicable equitable remediesprinciples as appropriate (whether considered in a proceeding at Law or in equity). (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 Buyer or any Designated Affiliate of the Transaction Documents to which he the Buyer or such Designated Affiliate is a party and the consummation of transactions contemplated thereby the Transactions do not and shall not (with or without notice or lapse of time or both): (i) conflict with or result in the imposition of any Lien upon any a breach of the properties terms, conditions or assets provisions of the Sellergoverning documents of the Buyer or such Designated Affiliate; (ii) 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 the Seller Buyer or such Designated Affiliate is a party or by which the Seller is bound; Buyer 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 Designated Affiliate is bound; (iii) result in a breach or violation by the Buyer or such Company Designated Affiliate of any of the terms, conditions or provisions of any material Law applicable or Order to which the Buyer or such CompanyDesignated Affiliate or any of the Buyer’s or such Designated Affiliate’s properties or assets is subject; or (iv) except as otherwise set forth in Section 4.2 of the Company Disclosure Schedule, require any authorization, consent, approval, exemption or other action by or declaration or notice to or registration with any third Person or Person, including any Government Entity.