No Conflict; Enforceability. The execution, delivery and performance of this Agreement and the consummation by the Transferee of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement, indenture or instrument to which the Transferee is a party, (ii) any law, statute, rule or regulation to which the Transferee is subject, or (iii) any agreement, order, judgment or decree to which Transferee is subject. Upon execution and delivery by Transferee, this Agreement will be a legal, valid and binding agreement of the Transferee, enforceable against the Transferee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
No Conflict; Enforceability. Each Party represents and warrants to the other Party that (i) such Party has the power and authority to execute, deliver and perform its obligations under this Agreement, (ii) the execution, delivery, and performance of this Agreement have been duly authorized by such Party and do not and will not conflict with any agreement or instrument to which it is bound, and (iii) this Agreement constitutes the legal, valid and binding obligation of such Party, enforceable against it under itsterms.
No Conflict; Enforceability. The Holder has full legal right, power and authority to enter into and deliver this Agreement and to perform the terms, conditions and obligations hereof. The execution, delivery and performance of this Agreement do not, and the transactions contemplated hereby will not, (i) violate or conflict with (a) any law, rule or regulation applicable to the Holder or (b) any agreement, instrument or license to which the Holder is a party, or by which the Holder or any of its assets or properties may be bound or subject, (ii) result in the creation of any encumbrance or charge upon the Original Notes or the Exchange Shares or (iii) or violate any order, judgment, injunction, award or decree applicable to the Holder of any court, arbitrator, governmental or regulatory body. This Agreement constitutes the valid and legally binding obligation of the Holder enforceable against the Holder in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally or general principles of equity.
No Conflict; Enforceability. The execution by each of the Sellers of this Agreement and the transfer of the Subject Assets to the Purchaser will not cause a breach, violation, default, or event of default under any agreement, contract, lease, mortgage or instrument, to which any of the Sellers is a party or by which any of the Sellers is bound, or any Law applicable to the Sellers, or require the consent of any Person (other than the parties to this Agreement). To the best of each Seller's knowledge, no notices, reports or other filings are required to be made by the Sellers with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Sellers from, any Governmental Entity or any other party in connection with the execution and delivery of this Agreement by the Sellers or the consummation of the transactions contemplated by this Agreement. This Agreement constitutes the legal, valid and binding obligation of the Sellers, enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting rights of creditors generally and general principles of equity, whether applied at law or in equity.
No Conflict; Enforceability. Longview has full legal right, power and authority to enter into and deliver this Agreement and to perform the terms, conditions and obligations hereof. The execution, delivery and performance of this Agreement do not, and the transactions contemplated hereby will not, (i) violate or conflict with (a) any law, rule or regulation applicable to Longview or (b) any agreement, instrument or license to which Longview is a party, or by which Longview or any of its assets or properties may be bound or subject, (ii) result in the creation of any encumbrance or charge upon the Notes, the ORRI Interests or the Exchange Shares or (iii) or violate any order, judgment, injunction, award or decree applicable to Longview of any court, arbitrator, governmental or regulatory body. This Agreement constitutes the valid and legally binding obligation of Longview enforceable against Longview in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally or general principles of equity. Longview is the sole and unconditional owner of the Notes, which are free and clear of liens, pledges, hypothecation, third party rights or other encumbrances.
