Common use of LLC Clause in Contracts

LLC. At the time of the formation of Newco pursuant to Section 2.2 and at the Closing Date: (a) WP LLC shall (i) be a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own its assets and properties and to conduct its business, (b) be duly qualified to transact business as a foreign Person and shall be in good standing in every jurisdiction in which the character of its properties, owned or leased, or the nature of its activities makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on WP LLC, the WP Entities or the WP Business and (c) have full power and authority to enter into the Ancillary Agreements to which it is a party and to consummate the transactions contemplated thereby. (b) The execution and delivery of the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated thereby by the WP LLC shall have been duly authorized by all necessary company action on the part of WP LLC, and each Ancillary Agreement to which WP LLC is a party, when executed and delivered by WP LLC, will constitute a legal, valid and binding obligation of WP LLC, enforceable against WP LLC in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (c) No consent, waiver, approval, order or authorization of, notice to, or registration, declaration, designation, qualification or filing with, any Governmental Authority or third Person, domestic or foreign, which shall not have been obtained prior to the Closing is or has been or will be required on the part of WP LLC in connection with the execution and delivery of any Ancillary Agreement or the consummation by WP LLC of the transactions contemplated hereby or thereby, other than where the failure to obtain such consents, waivers, approvals, orders or authorizations or to make or effect such registrations, declarations, designations, qualifications or filings will not (x) prevent or materially delay consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (y) prevent WP LLC from performing its obligations under the Ancillary Agreements or (z) result in a Material Adverse Effect on WP LLC, the WP Entities or the WP Business. (d) Neither the execution and delivery of any Ancillary Agreement by WP LLC, nor the consummation by it of the transactions contemplated hereby or thereby, will violate or conflict with, or result in the acceleration of rights, benefits or payments under, (i) any provision of the Charter or Bylaws of WP LLC, (ii) any statute, law, regulation or Governmental Order to which WP LLC or any of its assets or properties may be bound or subject, (c) any debt, note, bond, indenture, Encumbrance, lease, license, instrument, contract, commitment or other agreement to which WP LLC is a party or by which it or any of its assets or properties may be bound or subject, except, with respect to clauses (ii) and (iii), for such violations and conflicts which will not (A) prevent or materially delay consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, (B) prevent WP LLC from performing its obligations under the Ancillary Agreements or (iii) result in a Material Adverse Effect on WP LLC, the WP Entities or the WP Business.