Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, the Seller's Noncompetition and Confidentiality Agreement and each other agreement to be executed and/or delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's management board and members.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller enforceable in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Consulting Agreement, the Seller's Noncompetition and Confidentiality Lease Agreement and each other agreement agreement, instrument, certificate or document to be executed and/or or delivered by Seller at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's management its owners and board and membersof directors (or comparable governing body).

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Sellers enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller Sellers of the Escrow Remediation Contracts, the Lease and Option Agreement, the Seller's Noncompetition and Confidentiality Agreement and each other agreement to be executed and/or or delivered by Seller any or all of Sellers at the Closing (collectively, the "Seller's “Sellers’ Closing Documents"”), each of Seller's Sellers’ Closing Documents will constitute the legal, valid and binding obligation of Seller, each of Sellers and enforceable against Seller each of them in accordance with its terms. Seller has Sellers have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Sellers’ Closing Documents to which it is they are a party and to perform its their obligations under this Agreement and the Seller's Sellers’ Closing Documents, and such action has actions have been duly authorized by all necessary action by Seller's management Sellers’ board and of directors, managers or members, as applicable.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller and the Company, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller or the Company of the Escrow Agreement, the Seller's Noncompetition and Confidentiality Agreement and each other agreement to be executed and/or or delivered by Seller or the Company at the Closing (collectively, the "“Seller's ’s Closing Documents"”), each of the Seller's ’s Closing Documents will constitute the legal, valid and binding obligation of SellerSeller and/or the Company, enforceable against Seller it/them in accordance with its terms. Seller has and the Company have the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's ’s Closing Documents to which it is a party and to perform its their obligations under this Agreement and the Seller's ’s Closing Documents, and such action has been duly authorized by all necessary action by Seller's management board ’s and membersthe Company’s shareholders and boards of directors.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller Seller, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, the Seller's Noncompetition and Confidentiality Agreement and each other agreement to be executed and/or or delivered by Seller at the Closing (collectively, the "Seller's Closing DocumentsSELLER'S CLOSING DOCUMENTS"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's management shareholders and board and membersof directors.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. Upon the execution and delivery by Seller of the Escrow Agreement, the Seller's Noncompetition and Confidentiality Agreement and each other agreement to be executed and/or delivered by Seller at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's management shareholders and board and membersof directors.