Common use of Power and Authority; Effect of Agreement Clause in Contracts

Power and Authority; Effect of Agreement. (a) Purchaser has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery thereof by the Company and Seller, this Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity. (b) The execution, delivery and performance by Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time or both, subject to obtaining any required Governmental Approvals referred to in Section 3.17, Section 4.03 and Section 5.04: (i) violate any provision of Law to which Purchaser or any of its Subsidiaries is subject, (ii) violate any Order that is applicable to Purchaser or any of its Subsidiaries or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination or amendment under, (A) the Constituent Documents of Purchaser or any of its Subsidiaries or (B) any Contract to which Purchaser or any of its Subsidiaries is a party, except for Impacts which would not have a Purchaser Material Adverse Effect.

Power and Authority; Effect of Agreement. (a) Purchaser Each of Parent and Merger Sub has all requisite limited liability company corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Purchaser Parent and by Merger Sub of this Agreement and the consummation by it each of them of the transactions contemplated hereby have been duly authorized by all requisite limited liability company corporate action on the part of PurchaserParent and of Merger Sub. This Agreement has been duly and validly executed and delivered by Purchaser Parent and by Merger Sub and, assuming the due authorization, execution and delivery thereof by the Company and SellerCompany, this Agreement constitutes a valid and binding obligation of Purchasereach of them, enforceable against Purchaser each of them in accordance with its terms, except as to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by and (ii) is subject to general principles of equity. (b) The execution, delivery and performance by Purchaser Parent and by Merger Sub of this Agreement and the consummation by it each of them of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time time, or both, subject to obtaining any required Governmental Approvals Consents referred to in Section 3.17, Section 4.03 and Section 5.043.05: (i) violate any provision of Law to which Purchaser Parent or any of its Subsidiaries Merger Sub is subject, other than any applicable antitrust or competition Laws, (ii) violate any Order that is applicable to Purchaser Parent or any of its Subsidiaries Merger Sub, and which is in effect on the date hereof, or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance under, or constitute a default or create a right of acceleration, termination or amendment under, under (Ax) the Constituent Documents Certificate of Purchaser Incorporation or Bylaws of Parent or Merger Sub, or (y) any agreement to which Parent or any of its Subsidiaries or (B) any Contract to which Purchaser or any of its Subsidiaries subsidiaries, including Merger Sub, is a party, except in the case of clause (i), (ii) or (iii) of this Section 3.02(b), for Impacts violations, conflicts, breaches, creations of Encumbrances or rights, or defaults which would not materially hinder, impair or delay the consummation of the transactions contemplated hereby or have a Purchaser Material Adverse Effectmaterial adverse effect on the ability of Parent or Merger Sub to perform its obligations under this Agreement or to perform any of them in a timely manner.

Power and Authority; Effect of Agreement. (a) The Purchaser has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite the Board of Directors of Purchaser, and no other limited liability company action on the part of PurchaserPurchaser or any of its members or affiliates is necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery thereof by the Company and SellerSellers, this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against Purchaser it in accordance with its terms, except as to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights generally or by general principles of equity., (b) The execution, delivery and performance by the Purchaser of this Agreement and the consummation by it of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time time, or both, subject to obtaining any required Governmental Approvals referred to in Section 3.17, Section 4.03 and Section 5.04: (i) violate any provision of Law law, rule or regulation to which the Purchaser or any of its Subsidiaries is subject, (ii) violate any Order that is applicable to the Purchaser or any of its Subsidiaries subsidiaries, or (iii) conflict with or result in a breach of the provisions of or the creation of any Encumbrance underof, or constitute a default or create a right of acceleration, termination or amendment under, under (A) the Constituent Documents Certificate of Purchaser Formation or any the Limited Liability Company Agreement of its Subsidiaries the Purchaser, or (B) any Contract to agreements reflecting obligations of the Purchaser for borrowed money, except, in the case of clause (i), (ii), or (iii) (B) of this Section 3.02, for violations, conflicts, breaches or defaults which Purchaser individually or any of its Subsidiaries is a party, except for Impacts which in the aggregate would not have a Purchaser Material Adverse Effectmaterially hinder or impair the consummation of the transactions contemplated hereby.