Common use of Corporate Action; No Conflict Clause in Contracts

Corporate Action; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and is, and each of the Related Documents when executed and delivered by Purchaser in accordance with its terms will be, the valid and binding obligation of Purchaser, enforceable in accordance with the terms thereof, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a court. Neither the execution, delivery or performance by Purchaser of this Agreement or any Related Document, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, nor compliance by Purchaser with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Purchaser or (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or (iii) result in a breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to, or require the consent of the other party to, any agreement set forth as an exhibit to Parent's Annual Report on Form 10-K for Parent's last fiscal year or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing Date; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the Purchaser, or (vii) require Parent to obtain any consent of or make any filing with any governmental entity, except as may be required under the HSR Act, except where the failure to obtain any such consent or make any such filing would have a material adverse effect on the business, operations, properties, prospects or condition (financial or other) of Parent.

Corporate Action; No Conflict. The execution, execution and delivery by Seller and performance by Purchaser MegaTech of this Agreement and the Related Documents to be delivered by Purchaser and the consummation Seller's and MegaTech's performance of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on of Seller and MegaTech (as the part of Purchasercase may be). This Agreement has been duly and validly executed and delivered by Purchaser Seller and MegaTech and is, and each of the Related Documents when executed and delivered by Purchaser Seller in accordance with its terms will be, the valid and binding obligation of Purchasersuch party, enforceable against such party in accordance with the terms thereoftheir respective terms, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a courtgenerally. Neither the execution, delivery or performance by Purchaser Seller or MegaTech of this Agreement or any of the Related DocumentDocuments, nor the consummation by Purchaser Seller or MegaTech of the transactions contemplated hereby or thereby, nor compliance by Purchaser Seller or MegaTech with any provision hereof or thereof will (i) conflict with or with, result in a breach of or otherwise violate any provision of the charter or by-laws of Purchaser Seller or MegaTech, (ii) require any consent, waiver, approval, authorization or permit of, or filing with or notification to any federal, state, county, local or foreign governmental or regulatory authority, agency or commission, including courts of competent jurisdiction and arbitration tribunals, or of any third party, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination or cancellation) under, any of the terms, conditions or provisions of any indenture, mortgage, note, bond, financing commitment, Encumbrance, license, government registration, contract, lease, agreement or other instrument or obligation to which MegaTech or Seller is a party or by which any of their respective property or assets may be bound, or (iiiv) violate any provision of law, statute, rule or regulation regulation, or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or (iii) result in a breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to, or require the consent of the other party to, any agreement set forth as an exhibit to Parent's Annual Report on Form 10-K for Parent's last fiscal year or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing Date; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the Purchaser, or (vii) require Parent to obtain any consent of or make any filing with any governmental entity, except as may be required under the HSR Act, except where the failure to obtain any such consent or make any such filing would have a material adverse effect on the business, operations, properties, prospects or condition (financial or other) of Parentauthority.

Corporate Action; No Conflict. The execution, delivery and performance by Purchaser each of the Seller and the Parent of this Agreement and the Related Documents to which it is or will be delivered by Purchaser a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchasersuch Person. This Agreement has been duly and validly executed and delivered by Purchaser each of the Seller and the Parent and is, and each of the Related Documents to which such Person is or will be a party, when executed and delivered by Purchaser in accordance with its terms terms, will be, the valid and binding obligation of Purchaser, such Person enforceable against it in accordance with the terms thereof, except as limited by subject to applicable bankruptcy, insolvency, reorganization reorganization, moratorium and other laws now or similar laws affecting creditors hereafter in effect relating to creditors' rights generally and except that the term "enforceable" shall not be deemed subject to include the availability of limitations on the remedy of specific performance or any and injunctive and other forms of equitable remedy available in the discretion of a courtrelief. Neither Except as set forth on Schedule 3.1(b), neither the execution, delivery or performance by Purchaser any of the Seller or the Parent of this Agreement or any Related DocumentDocument to which it is or will be a party, nor the consummation by Purchaser such Person of the transactions contemplated hereby or thereby, nor compliance by Purchaser such Person with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter Charter or by-laws of Purchaser or such Person, in each case as in effect on the Closing Date, (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or (iii) result in a breach of, or constitute cause a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or termination provisions of any right note, bond, lease, mortgage, indenture, license, agreement, contract or other instrument or obligation pursuant toto which such Person is a party or by which it or its properties or assets may be bound or (iii) violate any law, statute, ordinance, rule, regulation, order, writ, judgment, injunction, award, decree, concession, grant, franchise, restriction or agreement (each, a "Legal Requirement") of, from or with any Governmental Authority applicable to such Person or any of its properties or assets. Except as set forth on Schedule 3.1(b), no Permit, consent or approval of or by, or require any notification of or filing with, any Person is required in connection with the consent execution, delivery or performance by each of the other party to, any agreement set forth as an exhibit Seller or the Parent of this Agreement and the Related Documents to Parent's Annual Report on Form 10-K for Parent's last fiscal year which it is or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing Date; (iv) result in the creation ofa party, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties consummation of the Purchasertransactions contemplated hereby or thereby, or (vii) require Parent to obtain any consent of or make any filing with any governmental entityother than required filings, except as may be required if any, under the HSR Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx"), xxx Xxxxxxxxxxx Xxx (Xxxxxx) xxx the Investment Canada Act. For the purposes of this Agreement, except where the failure to obtain term "Person" means any such consent individual, corporation, association, partnership, joint venture, trust or make other entity or organization, including a Governmental Authority, and "Governmental Authority" means any such filing would have a material adverse effect on the businessinternational or federal, operationsprovincial, propertiesstate, prospects local or condition regional (financial whether domestic or otherforeign) of Parentor other government, authority, instrumentality, department, commission, board, bureau, agency or court.

Corporate Action; No Conflict. The execution, execution and delivery and performance by Purchaser Seller of this Agreement and the Related Documents to be delivered by Purchaser and the consummation Seller's performance of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of PurchaserSeller. This Agreement has been duly and validly executed and delivered by Purchaser Seller and is, and each of the Related Documents when executed and delivered by Purchaser Seller in accordance with its terms will be, the valid and binding obligation of PurchaserSeller, enforceable against Seller in accordance with the terms thereoftheir respective terms, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available generally. Except as set forth in the discretion of a court. Neither Schedule 8.3, neither the execution, delivery or performance by Purchaser Seller of this Agreement or any of the Related DocumentDocuments, nor the consummation by Purchaser Seller of the transactions contemplated hereby or thereby, nor compliance by Purchaser Seller with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Purchaser Seller or any Purchased Subsidiary or (ii) violate any provision of law, statute, rule or regulation regulation, or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or (iii) result in a breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to, or require the consent of the other party to, any Assigned Contract or any agreement set forth as an exhibit to ParentSeller's Annual Report on Form 10-K for ParentSeller's last fiscal year or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of ParentSeller's last fiscal year, to the extent such agreements will be in effect on the Closing Date; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the Purchaser, Business; or (viiv) require Parent the Seller or any Purchased Subsidiary to obtain any consent of or make any filing with any governmental entityentity or other person (other than as referred to in clause (iii) above), except as may be required under the HSR Act, except where the failure to obtain any such consent or make any such filing would have a material adverse effect Material Adverse Effect on the business, operations, properties, prospects or condition (financial or other) of ParentBusiness.

Corporate Action; No Conflict. The execution, delivery and performance by Purchaser Seller of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary requisite corporate action on the part of PurchaserSeller. This Agreement has been duly and validly executed and delivered by Purchaser Seller and is, and each of the Related Documents when executed and delivered by Purchaser Seller in accordance with its terms will be, the valid and binding obligation of PurchaserSeller, enforceable against Seller in accordance with the terms thereoftheir respective terms, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available generally. Except as set forth in the discretion of a court. Neither Schedule 8.3, neither the execution, delivery or performance by Purchaser Seller of this Agreement or any of the Related DocumentDocuments, nor the consummation by Purchaser Seller and members of the Seller Group of the transactions contemplated hereby or thereby, nor compliance by Purchaser Seller with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter constitutional documents of Seller, any member of the Seller Group or by-laws of Purchaser or any Purchased Subsidiary; (ii) violate any provision of law, statute, rule or regulation regulation, or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable (except where such violations would not, or could not, individually or in the aggregate, reasonably be expected to Purchaser or have a Material Adverse Effect on the Business); (iii) except as would not, or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Business, result in a breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to, or require the consent of the other party to, any agreement set forth as an exhibit to Parent's Annual Report on Form 10-K for Parent's last fiscal year Assigned Contract or any Quarterly Reports on Form 10-Q contract or Current Reports on Form 8-K filed with agreement of the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing DateBusiness; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the PurchaserBusiness which would, or could, reasonably be expected to have a Material Adverse Effect on the Business; or (viiv) require Parent the Seller, any member of the Seller Group or any Purchased Subsidiary to obtain any consent consent, approval, license, permit, order or authorization of or make any registration, declaration or filing with any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental entityauthority or instrumentality, domestic or foreign (a "Governmental Authority"), except as may be required under the HSR Act, Act or to obtain any Competition Approvals (as defined in Section 10.3) or except where the failure to obtain any such consent or make any such filing would have a material adverse effect on not, individually or in the businessaggregate, operationsprevent, properties, prospects materially delay or condition (financial or other) impair the ability of ParentSeller to consummate the transactions contemplated hereby.

Corporate Action; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser and will not require any approval on the part of Purchaser's stockholders under the Purchaser's Certificate of Incorporation or by-laws. This Agreement has been duly and validly executed and delivered by Purchaser and is, and each of the Related Documents when executed and delivered by Purchaser or any Purchaser Designee in accordance with its terms will be, the valid and binding obligation of PurchaserPurchaser or such Purchaser Designee, enforceable in accordance with the terms thereof, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a courtgenerally. Neither the execution, delivery or performance by Purchaser of this Agreement or any Related Document, nor the consummation by Purchaser or any Purchaser Designee of the transactions contemplated hereby or thereby, nor compliance by Purchaser or any Purchaser Designee with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Purchaser or any Purchaser Designee; (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or any Purchaser Designee (except where such violations would not, or could not, reasonably be expected to prevent or materially impede or delay the completion of the transactions contemplated by this Agreement (a "Purchaser Material Adverse Effect")); (iii) except as would not, or could not, reasonably be expected to have a Purchaser Material Adverse Effect, result in a breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right or obligation pursuant to, or require the consent of the other party to, any agreement set forth as an exhibit material agreement, material instrument, order, judgment or decree to Parent's Annual Report on Form 10-K for Parent's last fiscal year which Purchaser or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing DatePurchaser Designee is subject; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the PurchaserPurchaser or any Purchaser Designee which would or could, reasonably be expected to have a Purchaser Material Adverse Effect; or (viiv) require Parent Purchaser or any Purchaser Designee to obtain any consent of or make any filing with any governmental entity, except as may be required under the HSR ActAct or to obtain any Competition Approvals, except where the failure to obtain any such consent or make any such filing would have a material adverse effect on prevent, materially delay or impair the business, operations, properties, prospects ability of Purchaser or condition (financial or other) of Parentany Purchaser Designee to consummate the transactions contemplated hereby.

Corporate Action; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the Related Documents to be delivered by Purchaser and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and is, and each of the Related Documents when executed and delivered by Purchaser in accordance with its terms will be, the valid and binding obligation of Purchaser, enforceable in accordance with the terms thereof, except as limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors rights generally and except that the term "enforceable" shall not be deemed to include the availability of the remedy of specific performance or any other equitable remedy available in the discretion of a court. Neither the execution, delivery or performance by Purchaser of this Agreement or any Related Document, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, nor compliance by Purchaser with any provision hereof or thereof will (i) conflict with or result in a breach of any provision of the charter or by-laws of Purchaser or Purchaser, (ii) violate any provision of law, statute, rule or regulation or any order, writ, injunction, permit, judgment or decree of any court or other governmental or regulatory authority applicable to Purchaser or (iii) result in a any breach of, or constitute a default under (with or without notice, lapse of time or both) or result in the invalidity of, or accelerate the performance required by or cause or give rise to any right of acceleration or termination of any right of the terms or conditions of any mortgage, bond, indenture, contract, agreement, license or other instrument or obligation pursuant to, or require the consent of the other party to, any agreement set forth as an exhibit to Parent's Annual Report on Form 10-K for Parent's last fiscal year or any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed with the Securities and Exchange Commission since the end of Parent's last fiscal year, to the extent such agreements will be in effect on the Closing Date; (iv) result in the creation of, or with the passage of time result in the creation of, any Encumbrance upon any assets or properties of the Purchaser, or (vii) require Parent to obtain any consent of or make any filing with any governmental entity, except as may be required under the HSR Act, except where the failure to obtain any such consent or make any such filing would have which Purchaser is a material adverse effect on the business, operations, properties, prospects or condition (financial or other) of Parentparty.