Common use of Powers; Consents; Absence of Conflicts With Other Agreements, Etc Clause in Contracts

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation of the transactions contemplated herein by Buyer: (a) are within its statutory powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing body; (b) do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer is a party or by which Buyer is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by each Buyer and HHCS and all other agreements referenced herein, or ancillary hereto, to which such Buyer or HHCS is a party, and the consummation by each Buyer and HHCS of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory powerscorporate powers or limited liability company, are not in contravention of corporate or limited liability law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate or limited liability company action; (b) except as contemplated by Sections 6.1 and 6.2, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority Government Entity to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller and the Seller Entities and all other agreements referenced herein, or ancillary hereto, to which Buyer is Seller or the Seller Entities are a party, and the consummation by Seller and each Seller Entity of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Sections 5.4 and 5.5, do not require any approval or consent required to be obtained by Buyer Seller or any Seller Entity of, or filing required to be made by Buyer Seller or any Seller Entity with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) upon receipt of the consents to assignment required pursuant to the Contracts, will neither conflict with, nor result in any breach or contravention ofof any Contract, or the creation of any lien, charge or encumbrance under, Encumbrance affecting any indenture, agreement, lease, instrument or understanding to which Buyer is a party or by which Buyer is boundAsset; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer Seller or the Seller Entities or the Assets may be subject; and (e) will not violate any judgment, decree, writ, writ or injunction of any court or governmental authority to which Buyer Seller or the Seller Entities or the Assets may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer each Seller and their Affiliates, including CHS, of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Buyer is such Seller or its Affiliate(s) are a party, and the consummation by each Seller and its Affiliates, including CHS, of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory corporate or limited liability company powers, are not in contravention of corporate or limited liability company law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate or limited liability company action; (b) except as contemplated by Sections 5.4 and 5.5, do not require any approval or consent required to be obtained by Buyer Sellers or their Affiliates of, or filing required to be made by Buyer Sellers or their Affiliates with, any governmental agency or authority Government Entity bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authorityGovernment Entity; (c) assuming the receipt of any consents required pursuant to the Contracts, will neither conflict with, nor result in any breach or contravention of, nor give rise to any early termination right or accelerate any right or remedy under, or the creation of any lien, charge or encumbrance Lien under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer is boundit or the Assets and Facilities are bound or subject; (d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity to which Buyer it or the Assets may be subject; and (e) will not violate any judgment, decree, writorder, writ or injunction of, or injunction of agreement with, any court or governmental authority Government Entity to which Buyer it, the Facilities or the Assets may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Xxxxx and the Buyer Entities and all other agreements referenced herein, or ancillary hereto, to which Buyer is or the Buyer Entities are a party, and the consummation by Buyer and each Buyer Entity of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Sections 6.1 and 6.2, do not require any approval or consent required to be obtained by Buyer or any Buyer Entity of, or filing required to be made by Buyer or any Buyer Entity with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by each Buyer and TGH and all other agreements referenced herein, or ancillary hereto, to which such Buyer or TGH is a party, and the consummation by each Buyer and TGH of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory corporate or limited liability company powers, are not in contravention of corporate or limited liability company law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate or limited liability company action; (b) except as contemplated by Sections 6.1 and 6.2, do not require any approval or consent required to be obtained by Buyer Buyers of, or filing required to be made by Buyer Buyers with, any governmental agency or authority Government Entity bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority Government Entity to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Buyer and Buyer Guarantor and all other agreements referenced herein, or ancillary hereto, to which Buyer or Buyer Guarantor is a party, and the consummation by Buyer and each Buyer Entity of the transactions contemplated herein by Buyerherein: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 6.1 below, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority Government Entity to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Xxxxx and Xxxxxxxx and all other agreements referenced herein, or ancillary hereto, to which Buyer or Vandalia is a party, and the consummation by Xxxxx and Xxxxxxxx of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory powers, are not in contravention of law or of the terms of its organizational documents, and have been duly and validly authorized by all appropriate action of its governing body(and no such action has been modified or rescinded and each such action remains in full force and effect); (b) except as provided in Sections 5.4 and 6.1, do not require any approval or consent required to be obtained by Buyer or Vandalia of, or filing required to be made by Buyer or Vandalia with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller, and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller is a party, and the consummation of the transactions contemplated herein by BuyerSeller: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 5.4 below or as set forth on Schedule 3.2(b) of the Seller Disclosure Letter, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) except as set forth on Schedule 3.2(c) of the Seller Disclosure Letter, will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance Lien under, any debt instrument or other indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rulerule or regulation or, to Seller’s Knowledge, any judgment, writ, injunction, decree, or regulation order of any governmental authority to which Buyer may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer may be subjectauthority.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller or any of the Seller Entities is a party, and the consummation by Seller and each Seller Entity of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory powers, are not in contravention of law or of the terms of its organizational documents, and have been duly and validly authorized by all appropriate action of its governing body(and no such action has been modified or rescinded and each such action remains in full force and effect); (b) except as provided in Sections 5.4 and 6.1, do not require any approval or consent required to be obtained by Buyer Seller or any Seller Entity of, or filing required to be made by Buyer Seller or any Seller Entity with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) assuming the receipt of any consents required pursuant to the Assumed Contracts, will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer it or the Assets may be subject; and (e) will not violate any judgment, decree, writ, writ or injunction of any court or governmental authority to which Buyer it or the Assets may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller, and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller is a party, and the consummation of the transactions contemplated herein by BuyerSeller: (a) are within its statutory corporate powers, are not in contravention of law Applicable Law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 5.4 below or as set forth on Schedule 3.2(b), do not require any approval or consent required to be obtained by Buyer of, or filing required by Seller, or to be made Seller’s Knowledge, by Buyer Seller with, any governmental agency or authority Governmental Authority bearing on the validity of this Agreement or the Ancillary Agreements which is required by law or the regulations of any such agency or authorityApplicable Law; (c) except as may otherwise be set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any debt instrument or other indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound, other than a breach or contravention of any restriction or consent or notice requirement imposed under any change of control, assignment or other similar provision of a Contract which would not be reasonably likely to result in a Material Adverse Effect; (d) will not violate in any statute, law, rule, or regulation of material respect any governmental authority to which Buyer may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer may be subjectApplicable Law.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller, and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller is a party, and the consummation of the transactions contemplated herein by BuyerSeller: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 5.4 below or as set forth on Schedule 3.2(b), do not require any approval or consent required to be obtained by Buyer of, or filing required by Seller, or to be made Seller’s Knowledge, by Buyer Seller with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) except as may otherwise be set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any debt instrument or other indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound, other than a breach or contravention of any restriction or consent or notice requirement imposed under any change of control, assignment or other similar provision of a Contract which would not be reasonably likely to result in a Material Adverse Effect; (d) will not violate in any material respect any statute, law, rule, regulation or regulation any judgment, writ, injunction, decree, or order known to and binding on Seller of any governmental authority to which Buyer may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer may be subjectauthority.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Buyer and Province and all other agreements referenced herein, or ancillary hereto, to which each of Buyer or Province is a party, and the consummation of the transactions contemplated herein by Buyereach of Buyer or Province: (a) are within its statutory partnership or corporate powers, as applicable, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodypartnership and corporate, as applicable, action; (b) except as provided in Sections 6.1 and 6.2 below, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will will, subject to obtaining consent of its lender(s), neither conflict with, nor result in in, any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is boundbound immediately before Closing; (d) will will, assuming the consents in Section 4.2(b) are obtained, not violate any statute, law, rule, or regulation of any governmental authority to which Buyer it may be subject; and (e) will not violate any judgment, order, decree, writ, or injunction of any court or governmental or regulatory authority or arbitration tribunal to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller, and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller is a party, and the consummation of the transactions contemplated herein by BuyerSeller: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 5.5, below, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) except as set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any debt instrument or other indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not not, to the Knowledge of Seller, violate any statute, law, rule, regulation or regulation any judgment, writ, injunction, decree, or order of any governmental authority to which Buyer may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer may be subjectauthority.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer Company of this Agreement and all other agreements referenced herein, or ancillary hereto, to which Buyer Company is a party, and the consummation of the transactions contemplated herein by BuyerCompany: (a) are within its statutory powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing body; (b) do not require any approval or consent required to be obtained by Buyer Company of, or filing required to be made by Buyer Company with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer Company is a party or by which Buyer Company is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer Company may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer Company may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by each Seller and Seller Guarantor and all other agreements referenced herein, or ancillary hereto, to which Buyer such Seller or Seller Guarantor is a party, and the consummation of the transactions contemplated herein by Buyereach Seller and Seller Guarantor: (a) are within its statutory corporate powers, are not in contravention of corporate law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 5.4 below, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) except as set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, nor result in acceleration of the timing of payment or performance of such Seller’s obligations under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity (as defined in Section 3.8) to which Buyer it or the Assets may be subject; and (e) will not violate any judgment, decree, writ, writ or injunction of any court or governmental authority Government Entity to which Buyer it or the Assets may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller, and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller is a party, and the consummation of the transactions contemplated herein by BuyerSeller: (a) are within its statutory limited liability company powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodylimited liability company action; (b) except as provided in Section 5.4 below or as set forth on Schedule 3.2(b), do not require any approval or consent required to be obtained by Buyer of, or filing required by Seller, or to be made Seller’s Knowledge, by Buyer Seller, with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) except as set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any debt instrument or other indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound, other than a breach or contravention of any restriction or consent or notice requirement imposed under any change of control, assignment or other similar provision of a Contract which would not be reasonably likely to result in a Material Adverse Effect; (d) will not violate any statute, law, rule, regulation or regulation any judgment, writ, injunction, decree, or order known to Seller of any governmental authority to which Buyer may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer may be subjectauthority.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Buyer and Buyer Guarantor and all other agreements referenced herein, or ancillary hereto, to which Buyer or Buyer Guarantor is a party, and the consummation of the transactions contemplated herein by BuyerBuyer and Buyer Guarantor: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Section 6.1 below, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority Government Entity to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority Government Entity to which Buyer it may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Seller and all other agreements referenced herein, or ancillary hereto, to which Buyer Seller is a party, and the consummation by Seller and each Seller Entity and Seller Organization of the transactions contemplated herein by Buyerthis Agreement and the documents described herein, as applicable: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and as to Seller have been and as to the Seller Entities and Seller Organizations shall have been prior to the Closing duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Sections 5.4 and 5.5, or as otherwise set forth on Schedule 3.2(b), do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) except as otherwise set forth on Schedule 3.2(c), will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge charge, or encumbrance under, any material indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer it or the Purchased Assets may be subject; and (e) will not violate any judgment, decree, writ, writ or injunction of any court or governmental authority to which Buyer it or the Purchased Assets may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, delivery and performance by Buyer of this Agreement and all other agreements referenced herein, in or ancillary hereto, to which Buyer is a partyhereto by Buyer, and the consummation of the transactions contemplated herein by Buyer: (a) are within its statutory powers, Buyer’s powers and are not in contravention of law or of the terms of its organizational documents, and have been duly authorized by all appropriate action any of its governing bodydocuments or any amendments thereto; (b) do not require any approval except as set forth on Schedule 6.2, will neither constitute a violation of or consent required to be obtained by Buyer ofa default under, or filing required to be made by Buyer conflict with, any governmental agency term or authority bearing on the validity of this Agreement which is required by law or the regulations provision of any such agency agreement or authority; (c) will neither conflict with, nor result in any breach or contravention ofcontract to which it is a party, or the creation any other restriction of any lien, charge or encumbrance under, any indenture, agreement, lease, instrument or understanding kind to which Buyer is a party or by which Buyer is bound; (c) except as set forth on Schedule 6.2, do not require Buyer to obtain any approval or consent of, or give notice to or make any filing with any Governmental Authority bearing on the validity of this Agreement that is required by law or the regulations of any such Governmental Authority; (d) will not violate any statute, law, rule, rule or regulation of any governmental authority Governmental Authority to which Buyer may be subject, the violation of which would have a material adverse effect on Buyer or Buyer’s ability to operate the Business after the Closing; and (e) will not violate any judgment, decree, writ, or injunction judgment of any court or governmental authority Governmental Authority to which Buyer may be subject.

Powers; Consents; Absence of Conflicts With Other Agreements, Etc. The execution, delivery, and performance by Buyer of this Agreement by Buyer and all other agreements referenced herein, or ancillary hereto, to which Buyer is a party, and the consummation by Buyer and Buyer Entities of the transactions contemplated herein by Buyerherein, as applicable: (a) are within its statutory corporate powers, are not in contravention of law or of the terms of its organizational documents, and as to Buyer have been and as to Buyer Entities shall have been prior to the Closing duly authorized by all appropriate action of its governing bodycorporate action; (b) except as provided in Sections 6.1 and 6.2, do not require any approval or consent required to be obtained by Buyer of, or filing required to be made by Buyer with, any governmental agency or authority bearing on the validity of this Agreement which is required by law or the regulations of any such agency or authority; (c) will neither conflict with, nor result in any breach or contravention of, or the creation of any lien, charge or encumbrance under, any material indenture, agreement, lease, instrument or understanding to which Buyer it is a party or by which Buyer it is bound; (d) will not violate any statute, law, rule, or regulation of any governmental authority to which Buyer it may be subject; and (e) will not violate any judgment, decree, writ, or injunction of any court or governmental authority to which Buyer it may be subject.