Common use of Valid and Enforceable Agreement; Authorization; Non-contravention Clause in Contracts

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of Seller. (c) Except as set forth in Section 3.2(c) of the Disclosure Letter, Seller is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time, or both) by the execution, delivery or performance by Seller of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section 3.2(c) of the Disclosure Letter, no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by Seller or any of the Related Agreements to which Seller is a party or the consummation by Seller of the transactions contemplated hereby and thereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The transactions contemplated hereby will not result in the creation of any Lien against Seller or any of its properties or assets.

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) 6.2.1 This Agreement has been duly executed and delivered by Seller the Company, and constitutes a legal, valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, except that such enforcement as enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equitycreditors rights. (b) 6.2.2 The execution execution, delivery and delivery performance by the Company of this Agreement has been authorized and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary requisite corporate and other action on the part of Sellerthe Company and the Shareholders, and no other corporate or other approval or authorization is required on the part of Company or any other person by law or otherwise in order to make this Agreement and any other such agreement the valid, binding and enforceable obligations of the Company. (c) Except as set forth in Section 3.2(c) of the Disclosure Letter, Seller 6.2.3 The Company is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the its obligations thereunder accelerated or increased (whether or not with notice or lapse of time, time or both) by the execution, delivery or performance by Seller the Company or the Shareholders of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section 3.2(c) of the Disclosure Letter, no No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by Seller or any of the Related Agreements to which Seller is a party Company, or the consummation by Seller the Company of the transactions contemplated hereby and therebyhereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The transactions contemplated hereby will not result in the creation of any Lien against Seller the Company or any of its properties or assets, nor in the cancellation or modification of any license, agreement or arrangement to which the Company is a party, except for any such cancellations or modifications which would not, individually or in the aggregate, produce a Material Adverse Effect.

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) This Agreement has been duly executed and delivered by Seller the Company, and constitutes a legal, valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms, except that such enforcement as enforceability may be subject to (i) limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equitycreditors rights. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary do not require any independent corporate action on the part of Sellerany of the Sellers other than SHC. (c) Except as set forth in Section disclosed on Schedule 3.2(c) of attached hereto, the Disclosure Letter, Seller Company is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the its obligations thereunder accelerated or increased (whether or not with notice or lapse of time, time or both) by the execution, delivery or performance by Seller Sellers of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section 3.2(c) of the Disclosure Letter, no No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by Seller or any of the Related Agreements to which Seller is a party Company, or the consummation by Seller the Company of the transactions contemplated hereby and therebyhereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The transactions contemplated hereby will not result in the creation of any Lien against Seller the Company or any of its properties or assets, nor in the cancellation or modification of any license, agreement or arrangement to which the Company is a party, except for any such cancellations or modifications which would not, individually or in the aggregate, produce a Material Adverse Effect.

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) This Agreement has been duly executed and delivered by each of Seller and Gxxxxxx and constitutes a legal, valid and binding obligation of SellerSeller and Gxxxxxx, enforceable against Seller and Gxxxxxx in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action on the part of the partners of Seller. (c) Except as set forth in Section Schedule 3.2(c) of the Disclosure Letter), neither Seller nor Gxxxxxx is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time, or both) by the execution, delivery or performance by Seller and Gxxxxxx of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section Schedule 3.2(c) of the Disclosure Letter), no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by Seller and Gxxxxxx or any of the Related Agreements to which Seller or Gxxxxxx is a party or the consummation by Seller and Gxxxxxx of the transactions contemplated hereby and thereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The transactions contemplated hereby will not result in the creation of any Lien against Seller or any of its properties or assetsthe Purchased Assets.

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) This Agreement has been duly executed and delivered by Seller the Company, and constitutes a legal, valid and binding obligation of Sellerthe Company, enforceable against Seller the Company in accordance with its terms. All action on the part of the Company and its officers , except that such enforcement may be subject to (i) bankruptcydirectors and shareholders, insolvencynecessary for the authorization, reorganizationexecution, moratorium or other similar laws affecting or relating to enforcement delivery and performance of creditors’ rights generallythis Agreement, the Related Documents and (ii) general principles of equitythe transactions contemplated hereby and thereby has been taken. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary do not require any independent corporate action on the part of Sellerthe Company. (c) Except as set forth in Section may be disclosed on Schedule 3.2(c) of ), the Disclosure Letter, Seller Company is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the its obligations thereunder accelerated or increased (whether or not with notice or lapse of time, time or both) by the execution, delivery or performance by Seller the Company of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section 3.2(c) of the Disclosure Letterdescribed in Article 7 hereof, no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by Seller or any of the Related Agreements to which Seller is a party Company, or the consummation by Seller the Company of the transactions contemplated hereby and therebyhereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The Except as disclosed on Schedule 3.2(c), the transactions contemplated hereby will not result in the creation of any Lien against Seller the Company or any of its properties or assets, nor in the cancellation or modification of any license, agreement or arrangement to which the Company is a party, except for any such cancellations or modifications which would not, individually or in the aggregate, produce a Material Adverse Effect.

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary do not require any action on the part of Seller. (c) Except as set forth in Section 3.2(c) of Neither the Disclosure Letter, Company nor Seller is not are a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the its obligations thereunder accelerated or increased (whether or not with notice or lapse of time, time or both) by the execution, delivery or performance by Seller of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section 3.2(c) of the Disclosure Letter, no No permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by Seller or the Company any of the Related Agreements to which Seller or the Company is a party party, or the consummation by Seller or the Company of the transactions contemplated hereby and thereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect. The transactions contemplated hereby will not result in the creation of any Lien against Seller the Company or any of its properties or assetsassets (other than a Permitted Lien), nor in the cancellation or modification of any license, agreement or arrangement to which the Company is a party, except for any such cancellations or modifications which would not, individually or in the aggregate, have a Material Adverse Effect.

Valid and Enforceable Agreement; Authorization; Non-contravention. (a) This Agreement has been duly executed and delivered by Seller NewCo and constitutes a legal, valid and binding obligation of SellerNewCo, enforceable against Seller NewCo in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general principles of equity. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized, approved and ratified by all necessary action corporate actions on the part of SellerNewCo. (c) Except as set forth in Section 3.2(c) of the Disclosure Letter, Seller NewCo is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time, or both) by the execution, delivery or performance by Seller NewCo of this Agreement, or (ii) prevent the carrying out of the transactions contemplated hereby. Except as set forth on Section 3.2(c) of the Disclosure LetterSchedule 3.2, no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement or the LLC Agreement by Seller or any of the Related Agreements to which Seller is a party NewCo or the consummation by Seller NewCo of the transactions contemplated hereby and thereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effectmaterial adverse effect with respect to NewCo. The transactions contemplated hereby will not result in the creation of any Lien against Seller the Company, NewCo or any of its their respective properties or assets.