Binding Effect; No Defaults. Subject to Existing Operator securing the Operator Consents and to New Operator securing the Regulatory Approvals, Existing Operator’s Transaction Documents, when executed by all Parties thereto, will constitute the valid and binding obligations of Existing Operator, enforceable against Existing Operator in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights and remedies or by equitable principles. Subject to Existing Operator securing the Operator Consents and to New Operator securing the Regulatory Approvals, the execution and delivery of this Agreement and any documents contemplated hereby by Existing Operator, and the performance of their obligations hereunder, do not and will not:
(a) conflict with or result in any material breach of the provisions of, or constitute a default under the certificate of formation, certificate of limited partnership, limited liability company agreement or limited partnership agreement, as applicable, of Existing Operator;
(b) violate any material restriction to which Existing Operator are subject or, without the giving of notice, passage of time, or both, violate (or give rise to any right of termination, cancellation or acceleration under) any material license, authorization or permit or other material agreement or instrument to which any Existing Operator is a party, which will not be satisfied or terminated with respect to a Facility prior to the Closing Date as a result of the transactions contemplated by this Agreement or result in the termination of any such instrument or termination of any provisions in such instruments that will result in the material impairment of any of such Existing Operator’s rights under such instruments; and
(c) constitute a violation of any applicable material rule, regulation, law, statute or ordinance of any administrative agency or Governmental Authority, or any judgment, decree, writ, injunction or order of any court of applicable jurisdiction to which Existing Operator is subject or by which its assets are bound.
