Common use of Powers; Consents; Absence of Conflicts with Other Agreements Clause in Contracts

Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance of this Agreement by Seller and all other agreements referenced in or ancillary hereto to which Seller is a party or is to become a party at the Closing and the consummation of the transactions set forth herein by Seller: 4.2.1 are within Seller’s powers, are not in contravention of law and have been duly authorized by all necessary action of Seller; 4.2.2 do not and will not conflict with any provision of Seller’s organizational documents; 4.2.3 do not require any approval or consent of, or filing with, any governmental agency or authority which is required by law or the regulations of any such agency or authority; 4.2.4 will not create any lien, charge or encumbrance affecting any of the Assets; 4.2.5 will not violate any statute, law, rule or regulation of any governmental authority to which Seller or the Assets may be subject if such violation would have a material adverse affect on the Assets; and 4.2.6 will not violate any order, writ, injunction, decree, or judgment of any court or governmental authority to which Seller or the Assets may be subject.

Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance of this Agreement by Seller and all other agreements referenced in or ancillary hereto to which Seller is a party or is to become a party at the Closing and the consummation of the transactions set forth herein by Seller: 4.2.1 are within Seller’s powers, are not in contravention of law and have been duly authorized by all necessary action of Seller; 4.2.2 do not and will not conflict with any provision of Seller’s organizational documentscertificate of limited partnership, partnership agreements or operating agreements; 4.2.3 except as otherwise expressly herein provided, do not require any approval or consent of, or filing with, any governmental agency or authority which is required by law or the regulations of any such agency or authority; 4.2.4 except as otherwise expressly provided herein, will not create result in the creation of any lien, charge or encumbrance affecting any of the Assets; 4.2.5 will not violate any statute, law, rule or regulation of any governmental authority to which Seller or the Assets may be subject if such violation would have a material adverse affect on the Assets; and 4.2.6 will not violate any order, writ, injunction, decree, or judgment of any court or governmental authority to which Seller or the Assets may be subject.

Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance by Seller Group of this Agreement by Seller and all other agreements referenced in or ancillary hereto to which be executed and delivered by Seller is a party or is to become a party at the Closing Group pursuant hereto and the consummation of the transactions set forth contemplated herein and therein by Seller: 4.2.1 Seller Group (a) are within Seller’s powersthe corporate powers of BMH and BMC, are not in contravention of law the terms of their respective Articles of Incorporation and Bylaws or any amendments thereto, and have been duly authorized by all necessary action of Seller; 4.2.2 do not and will not conflict with any provision of Seller’s organizational documents; 4.2.3 appropriate corporate action; (b) except as set forth on Schedule 4.2(b), do not require Seller Group to obtain any approval or consent of, or make any filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by law Legal Requirements; (c) will not (i) except as set forth on Schedule 4.2(c), conflict with or result in any breach or contravention of any agreement, material lease or instrument to which Seller Group is a party or by which Seller Group or the regulations Assets are bound, (ii) permit the acceleration of the maturity of the Assumed Liabilities, or (iii) result in the creation of any such agency or authority; 4.2.4 will not create any lien, charge or encumbrance Encumbrance (as hereinafter defined) affecting any of the Assets; 4.2.5 will Assets other than Permitted Encumbrances; (d) do not violate any statute, law, rule or regulation of any governmental authority Legal Requirements to which Seller Group or the Assets may be subject if such violation would have a material adverse affect on the Assetssubject; and 4.2.6 will and (e) do not violate in any order, writ, injunction, decree, or material respect any judgment of any court or governmental authority to which Seller Group or the Assets may be subject.

Powers; Consents; Absence of Conflicts with Other Agreements. The execution, delivery and performance by each of the Sellers of this Agreement by Seller and all any of the other agreements referenced in or ancillary hereto to which be executed and delivered by such Seller is a party or is to become a party at the Closing pursuant hereto and the consummation of the transactions set forth contemplated herein and therein by Seller: 4.2.1 Sellers (a) are within Seller’s powers, the corporate powers of such Seller and are not in contravention of law the terms of its Articles of Incorporation or Bylaws, or any amendments thereto, and have been duly authorized by all necessary action of Seller; 4.2.2 do not and will not conflict with any provision of Seller’s organizational documents; 4.2.3 appropriate corporate action; (b) except as set forth on Schedule 4.2(b), do not require any of the Sellers to obtain any approval or consent of, or make any filing with, any governmental agency or authority bearing on the validity of this Agreement which is required by law Legal Requirements; (c) will not (i) except as set forth on Schedule 4.2(c), conflict with or the regulations result in any breach or contravention of any such agency Listed Contract, (ii) permit the acceleration of the maturity of the Assumed Liabilities, or authority; 4.2.4 will not create (iii) result in the creation of any lien, charge or encumbrance Encumbrance (as hereinafter defined) affecting any of the Assets; 4.2.5 will Assets other than Permitted Encumbrances; (d) do not violate any statute, law, rule or regulation of any governmental authority Legal Requirements to which Seller the Sellers or the Assets Assets, may be subject if such violation would have a material adverse affect on the Assetssubject; and 4.2.6 will and (e) do not violate any order, writ, injunction, decree, or judgment of any court or governmental authority to which Seller Sellers or the Assets may be subject.