Common use of Due Authorization; Validity; No Conflicts Clause in Contracts

Due Authorization; Validity; No Conflicts. If such Seller is not a natural person, the execution and delivery by such Seller of this Agreement and each of the Ancillary Agreements to which it shall become a party, the performance by such Seller of its CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement and each of the Ancillary Agreements to which such Seller shall become a party has been (or will be) duly executed and delivered by such Seller and is, or will be when duly executed by such Seller (assuming the due execution of the other parties hereto or thereto), the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Assuming all of the Consents are obtained, neither the execution and delivery by such Seller of this Agreement and the Ancillary Agreements to which he, she or it shall become a party, nor the consummation of the transactions contemplated hereby or thereby by such Seller, nor the performance by such Seller of his, her or its obligations hereunder or thereunder, shall (a)(i) conflict with, or result in any breach or default (or would constitute a default but for any requirement of notice or lapse of time or both) under, or (ii) give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a benefit under, or (iii) give any Person any right to purchase or sell assets or securities from or to the Company or to exercise any remedy or modify any obligation or term, or (iv) result in the creation or imposition of any Lien on any of the assets or properties of the Company, pursuant to any agreement, contract, note, mortgage, indenture, lease, sublease, instrument, permit, concession, franchise or license to which such Seller is a party or by which such Seller or any of his, her or its properties or assets may be bound or affected, or (b) conflict with or result in a violation of any Law applicable to such Seller.

Due Authorization; Validity; No Conflicts. If such Seller is not a natural person, the execution and delivery by such Seller of this Agreement and each of the Ancillary Agreements to which it shall become a party, the performance by such Seller of its CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement and each of the Ancillary Agreements to which such Seller shall become a party has been (or will be) duly executed and delivered by such Seller and is, or will be when duly executed by such Seller (assuming the due execution of the other parties hereto or thereto), the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Assuming all of the Consents are obtained, neither the execution and delivery by such Seller of this Agreement and the Ancillary Agreements to which he, she or it shall become a party, nor the consummation of the transactions contemplated hereby or thereby by such Seller, nor the performance by such Seller of his, her or its obligations hereunder or thereunder, shall (a)(i) conflict with, or result in any breach or default (or would constitute a default but for any requirement of notice or lapse of time or both) under, or (ii) give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a benefit under, or (iii) give any Person any right to purchase or sell assets or securities from or to the Company or to exercise any remedy or modify any obligation or term, or (iv) result in the creation or imposition of any Lien on any of the assets or properties of the Company, pursuant to any agreement, contract, note, mortgage, indenture, lease, sublease, instrument, permit, concession, franchise or license to which such Seller is a party or by which such Seller or any of his, her or its properties or assets may be bound or affected, or (b) conflict with or result in a violation of any Law applicable to such Seller.

Due Authorization; Validity; No Conflicts. If such Seller is not a natural personExcept as set forth on Schedule 3.3, the execution and delivery by such Seller the Company of this Agreement and each of the Ancillary Agreements to which it shall become a party, the performance by such Seller the Company of its CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of such Sellerthe Company, and the Company has all necessary corporate power with respect thereto. This Agreement and each of the Ancillary Agreements to which such Seller it shall become a party has been (or will be) duly executed and delivered by such Seller the Company and isare, or will be when duly executed by such Seller the Company (assuming the due execution of by the other parties hereto or thereto), the valid and binding obligations of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Assuming Except as set forth on Schedule 3.3, assuming all of the Consents are obtained, made or filed, neither the execution and delivery by such Seller the Company of this Agreement and the Ancillary Agreements to which he, she or it shall become a party, nor the consummation of the transactions contemplated hereby or thereby by such Sellerthereby, nor the performance by such Seller the Company of his, her or its obligations hereunder or thereunder, shall (a)(i) conflict withor, or result in any breach or default (or would constitute a default but for any requirement with the giving of notice or the lapse of time or both, would) under, (a) conflict with or violate any provision of the Company Organizational Documents; (iib) (i) give rise to a material conflict, breach or default, or any right of termination, cancellation or CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION acceleration of any obligation remedies or to a loss of a benefit underrights, or (iiiii) give any Person any right to purchase or sell assets or securities from or to the Company or to exercise any remedy or modify any obligation or term(iii) otherwise result in a loss of benefits to the Company under the provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company is a party or by which it or its properties or assets is otherwise bound; (ivc) violate in any material respect any Law applicable to the Company or any of its properties or assets; (d) result in the creation or imposition of any Lien on any of the assets or properties of the Company, pursuant to any agreement, contract, note, mortgage, indenture, lease, sublease, instrument, permit, concession, franchise or license to which such Seller is a party or by which such Seller or any of his, her or its properties or assets may be bound or affected, of the Company (other than Permitted Liens); or (be) contravene, conflict with with, or result in a violation of any Law applicable of the terms or requirements of, or give rise to such Sellerany right to revoke, suspend, terminate or modify, any Permit.

Due Authorization; Validity; No Conflicts. If such Seller is not a natural personExcept as set forth on Schedule 3.3, the execution and delivery by such Seller the Company of this Agreement and each of the Ancillary Agreements to which it shall become a party, the performance by such Seller the Company of its CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of such Sellerthe Company, and the Company has all necessary corporate power with respect thereto. This Agreement and each of the Ancillary Agreements to which such Seller it shall become a party has been (or will be) duly executed and delivered by such Seller the Company and isare, or will be when duly executed by such Seller the Company (assuming the due execution of by the other parties hereto or thereto), the valid and binding obligations of such Sellerthe Company, enforceable against such Seller the Company in accordance with their respective terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Assuming Except as set forth on Schedule 3.3, assuming all of the Consents are obtained, made or filed, neither the execution and delivery by such Seller the Company of this Agreement and the (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSIONS Ancillary Agreements to which he, she or it shall become a party, nor the consummation of the transactions contemplated hereby or thereby by such Sellerthereby, nor the performance by such Seller the Company of his, her or its obligations hereunder or thereunder, shall (a)(i) conflict withor, or result in any breach or default (or would constitute a default but for any requirement with the giving of notice or the lapse of time or both, would) under, (a) conflict with or violate any provision of the Company Organizational Documents; (iib) (i) give rise to a material conflict, breach or default, or any right of termination, cancellation or acceleration of any obligation remedies or to a loss of a benefit underrights, or (iiiii) give any Person any right to purchase or sell assets or securities from or to the Company or to exercise any remedy or modify any obligation or term(iii) otherwise result in a loss of benefits to the Company under the provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Company is a party or by which it or its properties or assets is otherwise bound; (ivc) violate in any material respect any Law applicable to the Company or any of its properties or assets; (d) result in the creation or imposition of any Lien on any of the assets or properties of the Company, pursuant to any agreement, contract, note, mortgage, indenture, lease, sublease, instrument, permit, concession, franchise or license to which such Seller is a party or by which such Seller or any of his, her or its properties or assets may be bound or affected, of the Company (other than Permitted Liens); or (be) contravene, conflict with with, or result in a violation of any Law applicable of the terms or requirements of, or give rise to such Sellerany right to revoke, suspend, terminate or modify, any Permit.

Due Authorization; Validity; No Conflicts. If such Seller is not a natural person, the (a) The execution and delivery by such Seller the Buyer of this Agreement and of each of the Ancillary Agreements to which it shall become a party, the performance by such Seller the Buyer of its CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION obligations hereunder under this Agreement and thereundersuch Ancillary Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of such SellerBuyer. This Agreement and each of the Ancillary Agreements to which such Seller it shall become a party has have been (or will be) duly executed and delivered by such Seller the Buyer and isare or, or when executed and delivered by Buyer, will be when duly executed by such Seller (assuming the due execution of the other parties hereto or thereto), the valid and binding obligations of such Sellerthe Buyer, enforceable against such Seller Buyer in accordance with their respective terms, except to the extent that enforceability thereof may be limited by general equitable principles or the operation of bankruptcy, insolvency, reorganization, moratorium or similar Laws. Assuming all of the Consents are obtained, neither Neither the execution and delivery by such Seller the Buyer of this Agreement CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION and the Ancillary Agreements to which he, she or it shall become a party, nor the consummation of the transactions contemplated hereby or thereby by such Sellerthereby, nor the performance by such Seller the Buyer of his, her or its obligations hereunder or thereunder, shall (a)(i) conflict withor, or result in any breach or default (or would constitute a default but for any requirement with the giving of notice or the lapse of time or both, would) under, (i) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Buyer or (ii) give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a benefit under, or (iii) give any Person any right to purchase or sell assets or securities from or to the Company or to exercise any remedy or modify any obligation or term, or (iv) result in the creation or imposition of any Lien on any of the assets or properties of the Company, pursuant to any agreement, contract, note, mortgage, indenture, lease, sublease, instrument, permit, concession, franchise or license to which such Seller is a party or by which such Seller or any of his, her or its properties or assets may be bound or affected, or (b) conflict with or result in a violation of violate any Law applicable to such Sellerthe Buyer any of its properties or assets.