Common use of Binding Effect; Noncontravention Clause in Contracts

Binding Effect; Noncontravention. (i) This Agreement has been, and each other Transaction Document to which DSKX and any member of the DSKX Group is a Party will be, duly executed and delivered by such Person and (assuming due authorization, execution and delivery by Merger Sub) constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX and Merger Sub which is enforceable against such Person 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) general equitable principles (whether considered in a Proceeding at law or in equity). (ii) Except as set forth on Section 4.2(b) of the DSKX Disclosure Schedule, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX or Merger Sub nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Asset pursuant to, or (iv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Entity pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Group is a Party, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of any member of the DSKX Group, or (C) under any Legal Requirement.

Binding Effect; Noncontravention. (ia) This Agreement has been, and each other Transaction Document to which DSKX and any member of the DSKX Group a Seller is a Party party will be, duly executed and delivered by such Person Seller and (assuming due authorization, execution and delivery by Merger SubPurchaser) constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX and Merger Sub such Seller which is enforceable against such Person 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) general equitable principles (whether considered in a Proceeding at law or in equity). (iib) Except as set forth on Section 4.2(b3.2(b) of the DSKX Disclosure ScheduleLetter, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX or Merger Sub the Sellers nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Transferred Asset pursuant to, or (iv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Entity pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Group Seller Company is a Partyparty, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of any member of the DSKX GroupSeller Company, or (C) under any Legal Requirement.

Binding Effect; Noncontravention. (i) This Agreement has been, and each other Transaction Document to which DSKX PHMD and any member of the DSKX Radiancy Group is a Party will be, duly executed and delivered by such Person and (assuming due authorization, execution and delivery by Merger Sub) constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX PHMD and Merger Sub each member of the Radiancy Group which is enforceable against such Person 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) general equitable principles (whether considered in a Proceeding at law or in equity). (ii) Except as set forth on Section 4.2(b3.2(b) of the DSKX Radiancy Disclosure Schedule, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX PHMD or Merger Sub the Company nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Asset pursuant to, or (iv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Entity pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Radiancy Group is a Party, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of any member of the DSKX Radiancy Group, or (C) under any Legal Requirement.

Binding Effect; Noncontravention. (i) This Agreement has been, and each other Transaction Document to which DSKX PHMD and any member of the DSKX Group Company is a Party will be, duly executed and delivered by such Person and (assuming due authorization, execution and delivery by Merger Sub) constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX PHMD and Merger Sub the Company which is enforceable against such Person 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) general equitable principles (whether considered in a Proceeding at law or in equity). (ii) Except as set forth on Section 4.2(b3.2(b) of the DSKX Photomedex Technology Disclosure Schedule, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX PHMD or Merger Sub the Company nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Asset pursuant to, or (iv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Entity pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Group Company is a Party, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of any member of the DSKX GroupCompany, or (C) under any Legal Requirement.

Binding Effect; Noncontravention. (ia) This Agreement has been, and each other Transaction Document to which DSKX and any member of the DSKX Group a Seller is a Party party will be, duly executed and delivered by such Person Seller and (assuming due authorization, execution and delivery by Merger SubPurchaser) constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX and Merger Sub such Seller which is enforceable against such Person 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) general equitable principles (whether considered in a Proceeding at law or in equity). (iib) Except as set forth on Section 4.2(b) of the DSKX Disclosure Scheduleotherwise might be noted in this Agreement or any associated Transaction Documents, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX or Merger Sub the Sellers nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Transferred Asset pursuant to, or (iv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Entity pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Group Seller Company is a Partyparty, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of any member of the DSKX GroupSeller Company, or (C) under any Legal Requirement.

Binding Effect; Noncontravention. (ia) This Agreement has been, and each other Transaction Document to which DSKX and any member of the DSKX Group a Seller is a Party party will be, duly executed and delivered by such Person Seller and (assuming due authorization, execution and delivery by Merger SubPurchaser) constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX and Merger Sub such Seller which is enforceable against such Person 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) general equitable principles (whether considered in a Proceeding at law or in equity). (iib) Except as set forth on Section 4.2(b3.2(b) of the DSKX Disclosure ScheduleLetter, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX or Merger Sub the Sellers nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Transferred Asset pursuant to, or (iv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Entity pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Group Seller Company is a Partyparty, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporation, bylaws or similar governing documents of any member of the DSKX GroupSeller Company, or (C) under any Legal Requirement.

Binding Effect; Noncontravention. (ia) This Agreement has been, and each other Transaction Document to which DSKX and any member of the DSKX Group is a Party will be, been duly executed and delivered by such Person and (assuming due authorization, execution and delivery by Merger Sub) Seller. This Agreement constitutes (or in the case of the other Transaction Documents, will constitute) a valid and binding obligation of DSKX and Merger Sub such Seller which is enforceable against such Person 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) general applicable equitable principles (whether considered in a Proceeding proceeding at law or in equity). (iib) Except as set forth on in Section 4.2(b3.2(b) of the DSKX Disclosure ScheduleLetter, neither the execution and the delivery of this Agreement or the other Transaction Documents by DSKX or Merger Sub Agreement, nor the consummation of the transactions contemplated hereby, will (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (or an event which with notice or lapse of time or both would become a default), give to others any rights of termination, amendment, acceleration or cancellation of or result in a violation of, (iii) result in the creation of any Lien (other than Permitted Liens) upon any DSKX Business Asset assets (including any Securities owned by), properties or rights of such Seller pursuant to, (iv) give any Person the right to modify, terminate or accelerate any Liability of, or charge any fee, penalty or similar payment to such Seller, or (ivv) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Person or Governmental Government Entity (except for the applicable requirements of the HSR Act and any applicable foreign antitrust laws or regulations) pursuant to (A) any DSKX Business Contract or any material DSKX Contract to which any member of the DSKX Group such Seller is a Partyparty, by which it is bound, or to which any of its assets are subject, (B) the certificate of incorporationorganization, bylaws or similar governing documents of any member of the DSKX Groupsuch Seller, or (C) under any Legal Requirementlaws to which such Seller or any of its assets are subject, except, in the case of clauses (A) and (C), where such conflict, default, creation, modification, termination or acceleration or authorization could not reasonably be expected to have a Material Adverse Effect.