Common use of Validity of Agreement and Conflict with Other Instruments Clause in Contracts

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of the Seller and Weatherford. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford and is a legal, valid and binding obligation of the Seller and Weatherford, enforceable against the Seller and Weatherford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business, (ii) conflict with or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or Weatxxxxxxx, (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx any of their respective properties or assets, other than violations, defaults or conflicts that would not materially and adversely affect the ability of the Seller or Weatxxxxxxx xx consummate the transactions provided for in this Agreement.

Validity of Agreement and Conflict with Other Instruments. (ai) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of the Seller and Weatherfordthe Company. No further corporate action is necessary on the part of the Seller or Weatherford the Company to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford and is a legal, valid and binding obligation of the Seller and Weatherford, enforceable against the Seller and Weatherford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (bii) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl will not, with or without the passage of time or the giving of notice or both: (iA) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business, (iiB) conflict with or violate the Certificate or Articles of Incorporation Amalgamation or Bylaws of the Seller or Weatxxxxxxxthe Company, (iiiC) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (ivD) result in the creation or imposition of any Lien on any of the Transferred Company Shares or the Principal Assets, or (vE) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx the Company or any of their respective properties or assets, other than conflicts, breaches, violations, defaults terminations or conflicts that would not materially and adversely affect the ability of the Seller or Weatxxxxxxx xx the Company to consummate the transactions provided for in this Agreement.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate company action on the part of the Seller and Weatherford. No further corporate action is necessary on Seller, including the part approval of the Seller or Weatherford to execute manager and deliver this Agreement or to consummate members of the transactions contemplated herebySeller. This Agreement has been duly executed and delivered by the Seller and Weatherford and is a legal, valid and binding obligation of the Seller and Weatherford, enforceable against the Seller and Weatherford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, under any of the Contracts and Other Agreements relating to the Business,; (ii) conflict with or violate the Certificate or Articles of Incorporation or Bylaws organizational documents of the Seller or Weatxxxxxxx,Seller; (iii) result in an acceleration of or increase of in any amounts due with respect to the Trade Payables, Payables or Accrued Liabilities or Notes Payable,Liabilities; (iv) result in the creation or imposition of any Lien Lien, other than a Permitted Lien, on any of the Transferred Assets, ; or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Transferred Assets or the Seller or Weatxxxxxxx xx any of their respective its properties or assets, assets relating to the Business; other than conflicts, breaches, violations, defaults terminations, cancellations, accelerations, increases, creations or conflicts impositions that would not materially and adversely affect the ability of the Seller or Weatxxxxxxx xx to consummate the transactions provided for in contemplated by this Agreement. (c) Attached as Section 2.2(c) of the Disclosure Schedule are true, correct and complete copies of the resolutions adopted by the Seller and the Members approving this Agreement and the transactions contemplated hereby. Such resolutions were adopted at meetings duly called and convened at which quorums were present and acting throughout or by unanimous written consents. Such resolutions are in full force and effect without amendment or modification.

Validity of Agreement and Conflict with Other Instruments. (a) This The Shareholder has the requisite legal capacity, power and authority to enter into this Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of the Seller and Weatherford. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated herebyhereunder and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Seller and Weatherford Shareholder and is a legal, valid and binding obligation of the Seller and WeatherfordShareholder, enforceable against the Seller and Weatherford Shareholder in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. The Shareholder has not entered into any other agreement whereby any of the Shares will be sold, assigned or otherwise transferred to another Person. (b) The Except as set forth in Section 2.2 of the Disclosure Schedule, the execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller Shareholder and Weatxxxxxxx xx the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of do not violate any provision of, of the Articles or give rise to any right Bylaws of termination, cancellation or acceleration, or loss of any right or benefit or both, underthe Shareholder, any of the Contracts and Other Agreements relating to the Business, (ii) conflict with Companies, or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or Weatxxxxxxx, (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller Shareholder or Weatxxxxxxx xx the Companies or any of their respective properties or assets, (ii) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, may result in a default), or the creation of a Lien pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease or other than violations, defaults agreement to which the Shareholder or conflicts that would not materially and adversely affect the ability any of the Seller Companies is a party or Weatxxxxxxx xx consummate to which any of their respective assets are subject, (iii) do not require the transactions provided for consent, approval, clearance, waiver, order or authorization of any Person or Governmental Entity that has not been obtained, and (iv) do not conflict with, constitute a breach, violation or termination of any provision of any agreement or contract, whether written or otherwise, to which the Shareholder or any of the Companies is a party or by which any of them is bound. (c) Except as set forth in Section 2.2 of the Disclosure Schedule, the execution, delivery and performance of this AgreementAgreement by the Shareholder will not result in the loss of any license, franchise or permit possessed by any of the Companies or give a right of acceleration or termination to any party to any agreement or other instrument to which any of the Companies is a party or by which any of its assets are bound, or the loss of any right or benefit under such agreement or instrument.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of the Seller and Weatherford. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford and is a legal, valid and binding obligation of the Seller and Weatherford, Weatherford enforceable against the Seller and Weatherford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx Weatherford to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl Weatherford will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business, (ii) conflict with or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or WeatxxxxxxxWeatherford, (iii) result in an acceleration or increase of any increxxx xx xxx amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx Weatherford or any of their respective properties or assetsproperxxxx xx xxxets, other than conflicts, breaches, violations, defaults terminations or conflicts that would not materially and adversely affect the ability of the Seller or Weatxxxxxxx xx Weatherford to consummate the transactions provided for in this AgreementAgreexxxx.

Validity of Agreement and Conflict with Other Instruments. (ai) This Agreement, and all the transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part of the Seller and Weatherford. No further corporate action is necessary on Seller, including the part approval of the Seller or Weatherford to execute directors and deliver this Agreement or to consummate shareholders of the transactions contemplated herebySeller. This Agreement has been duly executed and delivered by the Seller and Weatherford and is a legal, valid and binding obligation of the Seller and Weatherford, enforceable against the Seller and Weatherford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (bii) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx to the BuyerPurchaser, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl will not, with or without the passage of time or the giving of notice or both: (i1) conflict with, constitute a breach, violation or termination of any provision ofof , or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, under any of the Contracts contracts and Other Agreements other agreements relating to the Business,Seller's business; (ii2) conflict with or violate the Certificate or Articles of Incorporation or Bylaws organizational documents of the Seller or Weatxxxxxxx,Seller; (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv3) result in the creation or imposition of any Lien lien or other encumbrance or third party right on any of the Transferred Assets, ; or (v4) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Transferred Assets or the Seller. (iii) Attached as Section 4(b)(iii) of the Disclosure Schedule are true, correct and complete copies of the resolutions adopted by the Seller or Weatxxxxxxx xx any of their respective properties or assets, other than violations, defaults or conflicts that would not materially and adversely affect the ability shareholders of the Seller or Weatxxxxxxx xx consummate approving this Agreement and the transactions provided for contemplated hereby. Such resolutions were adopted at meetings duly called and convened at which quorums were present and acting throughout or by unanimous written consents. Such resolutions are in this Agreementfull force and effect without amendment or modification.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part board of directors and the Seller and WeatherfordShareholder. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Seller and Weatherford the Shareholder and is a legal, valid and binding obligation of the Seller and Weatherford, the Shareholder enforceable against the Seller and Weatherford them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by each of the Seller and Weatxxxxxxx xx the Shareholder to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by each of the Seller and Weatxxxxxxx xxxl the Shareholder will not, with or without the passage of time or the giving of notice or both: : (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to Orders or the Business, Orders in Production; (ii) conflict with or violate the Certificate articles of incorporation or Articles of Incorporation or Bylaws by-laws of the Seller or Weatxxxxxxx, Seller; (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or ; (viv) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx the Shareholder or any of their respective properties or assets; or (v) conflict with, other than violationsconstitute a breach, defaults violation or conflicts that would not materially and adversely affect the ability termination of any agreement or understanding, whether written or otherwise, to which either of the Seller or Weatxxxxxxx xx consummate the transactions provided for in this AgreementShareholder is a party or by which it or he is bound.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary partnership action on the part of the Partnership and all necessary corporate action on the part of Weatherford U.S. No further partnership action is necessary on the Seller part of the Partnership and Weatherford. No no further corporate action is necessary on the part of the Seller or Weatherford U.S. to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford Sellers and is a legal, valid and binding obligation of the Seller and Weatherford, Sellers enforceable against the Seller and Weatherford Sellers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx Sellers to the Buyer, the consummation of the transactions contemplated hereby or thereby, thereby and the compliance with the provisions hereof or thereof, thereof by the Seller and Weatxxxxxxx xxxl Sellers will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the BusinessAgreements, (ii) conflict with or violate the Articles of Partnership in Commendam of the Partnership, or the Certificate or Articles of Incorporation or Bylaws of the Seller or WeatxxxxxxxWeatherford U.S., (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or (viv) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller Sellers or Weatxxxxxxx xx any of their respective properties or assets, other than conflicts, breaches, violations, defaults terminations or conflicts that would not materially and adversely affect the Business or the ability of the Seller or Weatxxxxxxx xx Sellers to consummate the transactions provided for in this Agreement.

Validity of Agreement and Conflict with Other Instruments. (a) This Each of the Sellers has the requisite legal capacity, power and authority to enter into this Agreement, and all transactions contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part each of the Seller Sellers has the requisite legal capacity, power and Weatherford. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or authority to consummate the transactions contemplated herebyTransactions and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by each of the Seller and Weatherford Sellers and is a legal, valid and binding obligation of each of the Seller and WeatherfordSellers, enforceable against each of the Seller and Weatherford Sellers in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The Except for violations, breaches, defaults, terminations or losses which are not and could not reasonably be expected to be, singly or in the aggregate, Material, the execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller Sellers and Weatxxxxxxx xx the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, Transactions by the Seller and Weatxxxxxxx xxxl not, with or without the passage of time or the giving of notice or both: Sellers (i) conflict withdo not, constitute a breachand will not on the Closing Date, violation or termination of violate any provision ofof the articles or bylaws of the Sellers, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business, (ii) conflict with Companies, or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or Weatxxxxxxx, (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to any of the Seller Sellers or Weatxxxxxxx xx the Companies or any of their respective properties real or assetspersonal property, (ii) do not, and will not on the Closing Date, conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, may result in a default), or the creation of a Lien pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease or other than violationsagreement to which any Seller or any Company is or may become on or prior to the Closing Date a party or to which any of their respective real or personal property is or may become on or prior to the Closing Date, defaults subject, (iii) do not, and will not on the Closing Date, require the consent, approval, clearance, waiver, order or conflicts authorization of any Person or Governmental Entity that would has not materially and adversely affect the ability been obtained (except as set forth in Section 4.3(a) of the Sellers’ Disclosure Schedule) and (iv) do not and will not, on the Closing Date, conflict with, constitute a breach, violation or termination of any provision of any agreement or contract, whether written or otherwise, to which any Seller or Weatxxxxxxx xx consummate any Company is or may become on or prior to the transactions provided Closing Date a party or by which any of them is or may become bound on or prior to the Closing Date or to which any of their assets is or may become subject on or prior to the Closing Date. (c) The execution, delivery and performance of this Agreement by the Sellers and the consummation of the Transactions by the Sellers will not result in the loss or modification of any Permit possessed by any of the Companies or give a right of acceleration or termination to any party to any agreement or other instrument to which any Seller, any of the Companies is or may become on or prior to the Closing Date a party or by which any of them is or may become bound on or prior to the Closing Date or to which any of their assets are or may become subject on or prior to the Closing Date, or the loss of any right or benefit under such agreement or instrument except for in this Agreementthose Permits, agreements, instruments, rights or benefits, the loss, modification or termination of which are not Material.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have Agreement has been duly authorized and approved by all necessary corporate action on the part Shareholders of the Seller and WeatherfordSeller. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford the Shareholders and is a legal, valid and binding obligation of the Seller and Weatherford, the Shareholders enforceable against the Seller and Weatherford the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The covenants set out in Sections 7.07 and 7.10 hereof have been approved by all necessary corporate action on the part of Seller and, when executed and delivered at the Closing as contemplated by this Agreement, shall be legal, valid and binding obligations of the Seller and the Shareholders, enforceable against the Seller and the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (c) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to which the Business,Seller is a party or by which any of them is bound, other than, in each case, such that would not materially and adversely affect the ability of the Seller to consummate the transactions contemplated hereby or thereby; (ii) conflict with or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or Weatxxxxxxx, (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities ; (iii) conflict with or Notes Payable,violate the Articles of Incorporation or Bylaws of the Seller; (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, ; or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx any of their respective properties or assets. (d) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Shareholders, the consummation of the transactions contemplated hereby and thereby, and the compliance with the provisions hereof and thereof, by the Shareholders will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both under any contract or other agreement to which the Shareholders are a party or by which any of them is bound, other than violationsthan, defaults or conflicts in each case, such that would not materially and adversely affect the ability of the Seller or Weatxxxxxxx xx each Shareholder to consummate the transactions provided for contemplated hereby or thereby; or (ii) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Shareholders or any of their respective properties or assets. (e) Attached as Schedule 3.02(e) of the Disclosure Schedule are true, correct and complete copies of all resolutions adopted by the directors and shareholders of Seller with respect to the Seller approving this Agreement and the transactions contemplated hereby. Such resolutions were adopted at meetings duly called and convened at which a quorum was present and acting throughout or by unanimous written consents. Such resolutions are in this Agreementfull force and effect without amendment or modification.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions and agreements contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part board of directors and the shareholders of any of the Seller and WeatherfordSellers. No further corporate action is necessary on the part of any of the Seller or Weatherford Sellers to execute and deliver this Agreement and other agreements contemplated hereby or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been (and each of the other agreements contemplated hereby will be) duly executed and delivered by each of the Seller Sellers and Weatherford the Shareholder and is (and each of the other agreements contemplated hereby will be) a legal, valid and binding obligation of the Seller and Weatherford, each of them enforceable against the Seller and Weatherford them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by any of the Seller Sellers and Weatxxxxxxx xx the BuyerShareholder to the Buyers, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by any of the Seller Sellers and Weatxxxxxxx xxxl the Shareholder will not, with or without the passage of time or the giving of notice or both: , or as would not have a material adverse effect: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business, Entitlements; (ii) conflict with or violate the Certificate articles of incorporation or Articles by-laws of Incorporation or Bylaws any of the Seller or Weatxxxxxxx, Sellers; (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or Assets other than Assumed Liabilities; (iv) result in an acceleration or increase of any amounts due with respect to any of the Assumed Liabilities; (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx any of their respective the Sellers or any of its properties or assets; or (vi) conflict with, other than violationsconstitute a breach, defaults violation or conflicts that would not materially and adversely affect the ability termination of any agreement or understanding, whether written or otherwise, to which any of the Seller Sellers is a party or Weatxxxxxxx xx consummate the transactions provided for in this Agreementby which any one of them are bound.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions contemplated hereby, have Agreement has been duly authorized by the Shareholders and approved by all necessary corporate action on the part directors of the Seller and WeatherfordSeller. No further corporate action is necessary on the part of the Seller or Weatherford to execute and deliver this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and Weatherford the Shareholders and is a legal, valid and binding obligation of the Seller and Weatherford, the Shareholders enforceable against the Seller and Weatherford the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The covenants set out in Sections 7.07 and 7.10 hereof have been approved by all necessary corporate action on the part of Seller and, when executed and delivered at the Closing as contemplated by this Agreement, shall be legal, valid and binding obligations of the Seller and the Shareholders, enforceable against the Seller and the Shareholders in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors’ rights generally and by legal and equitable limitations on the availability of specific remedies. (c) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx to the Buyer, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller will not, with or without the passage of time or the giving of notice or both to the best of Seller’s knowledge: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Weatxxxxxxx xxxl Other Agreements to which the Seller is a party or by which any of them is bound, other than, in each case, such that would not materially and adversely affect the ability of the Seller to consummate the transactions contemplated hereby or thereby; (ii) result in an acceleration or increase of any amounts due with respect to the Trade Payables; (iii) conflict with or violate the Articles of Incorporation or Bylaws of the Seller; (iv) result in the creation or imposition of any Lien on any of the Transferred Assets; or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or any of their respective properties or assets. (d) Except as set forth in Schedule 1.04(f) and 3.05(a), the execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Shareholders, the consummation of the transactions contemplated hereby and thereby, and the compliance with the provisions hereof and thereof, by the Shareholders will not, with or without the passage of time or the giving of notice or both: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, both under any contract or other agreement to which the Shareholders are a party or by which any of them is bound, other than, in each case, such that would not materially and adversely affect the Contracts and Other Agreements relating ability of each Shareholder to consummate the Business,transactions contemplated hereby or thereby; or (ii) conflict with or violate the Certificate or Articles of Incorporation or Bylaws of the Seller or Weatxxxxxxx, (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payablesbest of Seller’s knowledge, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or (v) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller Shareholders or Weatxxxxxxx xx any of their respective properties or assets, other than violations, defaults or conflicts that would not materially and adversely affect the ability . (e) Attached as Schedule 3.02(e) of the Disclosure Schedule are true, correct and complete copies of all resolutions adopted by the directors and shareholders of Seller or Weatxxxxxxx xx consummate with respect to the Seller approving this Agreement and the transactions provided for contemplated hereby. Such resolutions were adopted at meetings duly called and convened at which a quorum was present and acting throughout or by unanimous written consents. Such resolutions are in this Agreementfull force and effect without amendment or modification.

Validity of Agreement and Conflict with Other Instruments. (a) This Agreement, and all transactions and agreements contemplated hereby, have been duly authorized and approved by all necessary corporate action on the part Managers of each of the Seller and WeatherfordBuyers. No further corporate entity action is necessary on the part of any of the Seller or Weatherford Buyers to execute and deliver this Agreement and other agreements contemplated hereby or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has been (and each of the other agreements contemplated hereby will be) duly executed and delivered by each of the Seller and Weatherford Buyers and is (and each of the other agreements contemplated hereby will be) a legal, valid and binding obligation of the Seller and Weatherford, each of them enforceable against the Seller and Weatherford them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to timetime in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. (b) The execution, delivery and performance of this Agreement and the other agreements and documents to be delivered by the Seller and Weatxxxxxxx xx Buyers to the BuyerSellers, the consummation of the transactions contemplated hereby or thereby, and the compliance with the provisions hereof or thereof, by the Seller and Weatxxxxxxx xxxl Buyers will not, with or without the passage of time or the giving of notice or both: , or as would not have a material adverse effect: (i) conflict with, constitute a breach, violation or termination of any provision of, or give rise to any right of termination, cancellation or acceleration, or loss of any right or benefit or both, under, any of the Contracts and Other Agreements relating to the Business, (ii) conflict with or violate the Certificate articles of organization or Articles operating agreement of Incorporation or Bylaws of the Seller or Weatxxxxxxx, (iii) result in an acceleration or increase of any amounts due with respect to the Trade Payables, Accrued Liabilities or Notes Payable, (iv) result in the creation or imposition of any Lien on any of the Transferred Assets, or Buyers; (vii) violate any law, statute, ordinance, regulation, judgment, writ, injunction, rule, decree, order or any other restriction of any kind or character applicable to the Seller or Weatxxxxxxx xx any of their respective the Buyers or any of its properties or assets; or (iii) conflict with, other than violationsconstitute a breach, defaults violation or conflicts that would not materially and adversely affect the ability termination of any agreement or understanding, whether written or otherwise, to which any of the Seller Buyers is a party or Weatxxxxxxx xx consummate the transactions provided for in this Agreementby which it is bound.