Common use of No Conflicts; Enforceability Clause in Contracts

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate of incorporation or bylaws of such Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to Seller, and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement or instrument binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Other Agreements have been duly executed and delivered by each Seller (as applicable), and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors' rights generally.

No Conflicts; Enforceability. The (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the execution, delivery and performance of this Agreement by Seller and the Other Agreements (as applicable) to which Seller is a party by each Seller (ai) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of such Seller, (bii) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been obtained and all the filings and notifications described in Section 4.7 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to Seller, and (ciii) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require the consent of any notice, consent or waiver under, Third Party pursuant to any agreement or instrument Material Contract binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Regulatory Authority to which Seller is a party or by which Seller is bound or to which any of its Assets assets is subject, including the Purchased Assets, except in the case of clauses (bii) and (ciii) only for such conflicts, breaches, defaults, accelerations or rights as breaches and defaults that would not have, individually or in the aggregate, reasonably be expected to have either (A) a Material Adverse Effect. This Agreement and Effect or (B) an adverse effect on the Other Agreements have been duly executed and delivered by each Seller (as applicable), and constitute Purchased Assets or the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors' rights generallyBusiness.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Related Agreements (as applicable) by each Seller Seller, and the consummation of the transactions contemplated hereby and thereby (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of such Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and subsection (c) above, for any such conflicts, breaches, defaultsdefaults or other occurrences that have not had, accelerations or rights as and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Other Related Agreements have been duly executed and delivered by each Seller (as applicable)Seller, and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws laws of general application relating to or affecting creditors' ’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate of incorporation or bylaws of such Seller or any Subsidiary of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section SECTION 4.7 have been obtained and all the filings and notifications described in Section SECTION 4.7 have been made and any waiting periods thereunder have terminated or expired, does except as would not reasonably be expected to have a Material Adverse Effect, do not conflict with or result in violation or breach of any Law applicable to Seller, and (c) except as set forth on SCHEDULE 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement agreement, including without limitation any Assigned Contracts, or instrument binding on Seller prior to the Effective Time or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Other Agreements have been duly executed and delivered by each Seller (as applicable)Seller, and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors' rights generally.

No Conflicts; Enforceability. (a) The execution, delivery and performance of this Agreement and the Other Agreements by Seller and Seller Sub (as applicable) by each Seller (ai) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of such SellerSeller or Seller Sub, (bii) assuming that all of the consents, approvals, authorizations and permits described in Section 4.7 SECTIONS 4.9 and 4.10 have been obtained and all of the filings and notifications described in Section 4.7 SECTIONS 4.9 and 4.10 have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to SellerSeller or Seller Sub, and (ciii) except as set forth on SCHEDULE 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement or instrument material Contract binding on Seller or Seller Sub or any applicable order, writ, injunction or decree Order of any court or applicable Governmental Authority to which Seller or Seller Sub is a party or by which Seller or Seller Sub is bound or to which any of its their respective Assets is subject. Neither execution of this Agreement nor consummation of the Transactions will trigger any rights of noteholders or the trustee under the Indenture, including dated as of November 26, 2002 (the Purchased Assets"INDENTURE"), except in the case of clauses (b) by and (c) for such conflictsbetween Seller and J.P. Morgan Trust Company, breachesNational Association, defaults, accelerations or rights of Seller'x xxxxxxxxxers or the rights agent under the Amended and Restated Preferred Shares Rights Agreement, dated as would not haveof September 13, individually or in 1996, as amended through March 22, 2004 (the aggregate, a Material Adverse Effect. This Agreement and the Other Agreements have been duly executed and delivered by each Seller (as applicable"RIGHTS AGREEMENT"), by and constitute the legalbetween Seller and Mellon Investor Services LLC, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization any Contract or other Laws of general application relating document related to the Indenture or affecting creditors' rights generallythe Rights Agreement.

No Conflicts; Enforceability. 4.3.1 The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller Sellers: (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate of incorporation or bylaws of such Seller, Sellers; (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to Seller, and Sellers; (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement or instrument binding on Seller Sellers or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Seller is Sellers are a party or by which Seller is Sellers are bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effect. 4.3.2 This Agreement and the Other Agreements have been duly executed and delivered by each Seller (as applicable)Sellers, and constitute the legal, valid and binding obligations of each SellerSellers, enforceable against such Seller Sellers in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors' ’ rights generally.. 4.4

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller Purchaser (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of such SellerPurchaser, (b) assuming that all of the consents, approvals, authorizations and permits of any Governmental Authority described in Section 4.7 5.5 have been obtained and all of the filings and notifications described in Section 4.7 5.5 have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to SellerPurchaser, and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement or instrument material Contract binding on Seller Purchaser or any applicable order, writ, injunction or decree Order of any court or applicable Governmental Authority to which Seller Purchaser is a party or by which Seller Purchaser is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflictsprohibition, breacheslimitation, defaultsdefault, accelerations notice, filing, permit, authorization, consent or rights as approval which would not have, individually prevent or in delay consummation by Purchaser of the aggregate, a Material Adverse EffectTransactions. This Agreement and the Other Agreements have been (or, with respect to Other Agreements to be executed as of the Closing Date, will be) duly executed and delivered by each Seller (as applicable)Purchaser, and constitute (or, with respect to Other Agreements to be executed as of the Closing Date, will constitute) the legal, valid and binding obligations of each SellerPurchaser, enforceable against such Seller Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws Law of general application relating to or affecting creditors' ’ rights generally. SD\906843.15 Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate of incorporation or bylaws of such Seller or any Subsidiary of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does except as would not reasonably be expected to have a Material Adverse Effect, do not conflict with or result in violation or breach of any Law applicable to Seller, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement agreement, including without limitation any Assigned Contracts, or instrument binding on Seller prior to the Effective Time or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Other Agreements have been duly executed and delivered by each Seller (as applicable)Seller, and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors' ’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller Transaction Documents and the consummation of the transactions contemplated hereby and thereby (a) are not prohibited or limited by, do not and will not violate or contravene, do not and will not conflict with, and do not and will not result in the breach of or a default under, any provision of the certificate articles or other governing documents of incorporation or bylaws of such Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 required by this Transaction have been obtained and all the filings and notifications described in Section 4.7 required by this Transaction have been made and any waiting periods thereunder have terminated or expired, does do not and will not conflict with any Law applicable to Sellerwhich Seller is subject or by which Seller is bound, and (c) does do not and will not violate or contravene, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, (i) any agreement or instrument binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority Contract to which Seller is a party or by which Seller is bound or (ii) any award, judgment, ruling, charge, order, writ, injunction or decree of any Governmental Authority or arbitrator to which any of its Assets Seller is subjecta party or by which Seller is bound or (d) except as provided in this Agreement, including the Purchased Assets, except results in the case creation or imposition of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effectany Encumbrance on any Share of Seller. This Agreement and the Other Agreements have has been duly executed and delivered by each Seller (as applicable)Seller, and constitute constitutes the legal, valid and binding obligations obligation of each Seller, enforceable against such Seller in accordance with their respective its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws laws of general application relating to or affecting creditors' ’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of such Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 4.9 have been obtained and all the filings and notifications described in Section 4.7 4.9 have been made and any waiting periods thereunder have terminated or expired, does will not conflict with any Law applicable to Seller, and (c) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Other Agreements have been duly executed and delivered by each Seller (as applicable)Seller, and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws laws of general application relating to or affecting creditors' rights generally’ rights, generally (the “Equitable Exceptions”).

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements (as applicable) by each Seller Seller, and the consummation of the Transaction, (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the certificate Certificate of incorporation Incorporation or bylaws Bylaws of such Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 4.9 have been obtained and all the filings and notifications described in Section 4.7 4.9 have been made and any waiting periods thereunder have terminated or expired, does do not conflict with any Law applicable to Seller, and (c) does do not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any indenture, mortgage, lease, loan agreement, Material Contract, Registration or other agreement or instrument binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of clauses (b) and (c) for such conflicts, breaches, defaults, accelerations or rights as would not have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Other Agreements have been duly authorized, executed and delivered by each Seller (as applicable)Seller, and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective termsterms and conditions, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws laws of general application relating to or affecting creditors' ’ rights, generally (the “Equitable Exceptions”). There are no agreements, options, commitments or rights generallyof any Person (other than Buyer and Parent) to purchase or otherwise acquire any of the interests of Seller in or to the Purchased Assets, except those entered into in the Ordinary Course of Business for the sale of Inventory.