Common use of Consents, Authorization and Enforceability Clause in Contracts

Consents, Authorization and Enforceability. (a) To Seller’s Knowledge, no material consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Authority is required by, or with respect to, Seller or the Purchased Assets in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) any notice filings or registrations of transfer with any Governmental Authority that may be required in connection with the assignment and transfer of the Purchased Assets that are described on Section 2.2(a) of the Seller Disclosure Schedule, except for those to be performed or made to evidence the transfer of Purchased Assets after the Closing in connection with the Transaction Documents, and (ii) such other material consents, waivers, approvals, authorizations or notices, if any, described on Section 2.2(a) of the Seller Disclosure Schedule. (b) All requisite corporate action necessary to authorize the execution, delivery and performance by Seller of this Agreement, the other Transaction Documents and each of the other agreements contemplated hereby to which a Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby has been taken. This Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar Applicable Law or equitable principles relating to or limiting creditors’ rights generally.

Consents, Authorization and Enforceability. (a) To Seller’s Knowledge, no material No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, or notice to any Governmental Authority is required by, or with respect to, Seller Seller, any of its Subsidiaries or the Purchased Assets in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herebyTransactions, except for (i) any notice filings or registrations of transfer with any Governmental Authority that may be required in connection with the assignment and transfer of the Purchased Assets that are described on Section 2.2(a4.2(a)(i) of the Seller Disclosure Schedule, except for those to be performed or made to evidence the transfer of Purchased Assets after the Closing in connection with the Transaction Documents, Letter and (ii) such other material consents, waivers, approvals, authorizations or notices, if any, described on Section 2.2(a4.2(a)(ii) of the Seller Disclosure ScheduleLetter. (b) All requisite corporate action necessary to authorize the execution, delivery and performance by Seller and its Subsidiaries of this Agreement, the other Transaction Documents and each of the other agreements contemplated hereby to which a Seller is or will be a party and the consummation of the transactions contemplated hereby and thereby Transactions has been taken. Without limiting the generality of the foregoing, the board of directors of Seller has duly authorized the execution, delivery and performance of the Transaction Documents by Seller. No action by Seller’s stockholders is required to authorize the execution, delivery and performance of the Transaction Documents by Seller. This Agreement constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium, arrangement or other similar Applicable Law or equitable principles relating to or limiting creditors’ rights generally.