Common use of No Conflicts; Enforceability Clause in Contracts

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Seller Constituent Documents, (b) assuming the Shareholder Approvals, and 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, will 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 Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its assets is subject. This Agreement and the Other Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against 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 (the “Equitable Exceptions”).

No Conflicts; Enforceability. (a) The execution, delivery and performance of this Agreement and the Other Agreements by Seller (ai) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Seller Constituent DocumentsCertificate of Formation or Limited Liability Company Operating Agreement of Seller, (bii) assuming the Shareholder Approvals, and that all of the consents, approvals, authorizations and permits described in Section 4.7 Schedule 4.9(e) and 4.10 have been obtained and all of the filings and notifications described in Section 4.7 Schedule 4.9(e) and 4.10 have been made and any waiting periods thereunder have terminated or expiredmade, will does not conflict with any Law applicable to SellerSeller or the Business or by which the Purchased Assets are bound, and (ciii) except as set forth on Schedule 4.3 of 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 or imposition of any agreement Encumbrance upon, any Contract or instrument binding on Applicable Permit to which Seller or any of the Purchased Assets is bound or subject, or any applicable order, writ, injunction or decree Order of any court or Governmental Authority to which Seller is a party or by which Seller or any of the Purchased Assets is bound or to which any of its assets is subject. . (b) 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 Seller, 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 Seller, enforceable against Seller 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 (the “Equitable Exceptions”)rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by 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 Seller Constituent DocumentsCertificate of Incorporation or Bylaws of Seller, (b) assuming the Shareholder Approvals, and 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, will 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 Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its assets Assets is subject. This Agreement and the Other Agreements have been duly authorized, executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against 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 of general application relating to or affecting creditors’ rights, generally (the “Equitable Exceptions”). There are no agreements, options, commitments or rights of 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.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Seller Buyer and Parent (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 Seller Constituent Documentsor comparable organizational documents of Parent, (b) assuming the Shareholder Approvals, and all of the consents, approvals, authorizations and permits described in Section 4.7 5.5 have been obtained and all the filings and notifications described in Section 4.7 5.5 have been made and any waiting periods thereunder have terminated or expired, will 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 material agreement or instrument binding on Seller Buyer or Parent or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Seller Buyer or Parent is a party or by which Seller Buyer or Parent is bound or to which any of its assets is their Assets are subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent or delay consummation by Buyer or Parent of the Transactions. This Agreement and the Other Agreements have been duly executed and delivered by SellerBuyer and Parent, and constitute the legal, valid and binding obligations of SellerBuyer and Parent, enforceable against Seller Buyer and Parent 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 (the “Equitable Exceptions”)rights generally.