Common use of Authority for Agreement; No Conflict Clause in Contracts

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes valid and binding obligations of the Company enforceable in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the compliance with its provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been, and the other Transaction Documents have been or when executed will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable against the Company in accordance with its their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting generally the enforcement of creditors' ’ rights and subject remedies generally, to general principles of equity (including principles of commercial reasonableness, good faith and fair dealing), regardless of whether enforcement is sought in a court's discretionary authority with respect to the granting of a decree ordering specific performance proceeding at law or other equitable remediesin equity. The execution and delivery of this Agreement, Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and the compliance with its provisions by the Company thereby will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws Organizational Documents of the Company, (b) require except as set forth on the part of the Company any filing withSchedule 3.4, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtednessIndebtedness, Security Interest (as defined below) Lien or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest Lien upon any assets of the Company or (ed) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes , except in the case of this Agreementthe foregoing clauses (b), "Security Interest" means (c) and (d) to the extent that such conflict, breach, default, acceleration, termination, modification, cancelation, notice, consent, waiver, imposition of any mortgageLien or violation would not, pledgeindividually or in the aggregate, security interesthave a Material Adverse Effect on the Company and its Subsidiaries, encumbrance, charge, or other lien (whether arising by contract or by operation of law)taken as a whole.

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate actionaction (subject to the stockholder approval referenced in Section 5.3). This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligations obligation of the Company enforceable in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery of this Agreement, the consummation performance of the transactions contemplated hereby and the compliance with its provisions by this Agreement by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 D with the Securities and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"Commission), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would do not and will not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Company Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Purchaser of this Agreement, and the consummation by the Company Purchaser of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company Purchaser and constitutes a valid and binding obligations obligation of the Company Purchaser enforceable in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution of and delivery of this Agreement, the consummation performance of the transactions contemplated hereby by this Agreement and the compliance with its provisions by the Company Purchaser will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation or By-laws of the CompanyPurchaser, (b) other than as may be required by the HSR Act, require on the part of the Company Purchaser any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations underof, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company Purchaser is a party or by which the Company Purchaser is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company Purchaser or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Purchaser or any of its properties or assets. For purposes , other than any of the foregoing events listed in clause (c), (d) or (e) of this Agreement, Section 4.4 that would not have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement (a "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of lawPurchaser Material Adverse Effect").

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by the Company and constitutes valid and binding obligations of the Company enforceable in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the compliance with its provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity\"Governmental Entity\") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act\"Exchange Act\"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material \"Material Adverse EffectEffect\"), (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest\"Security Interest\" means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The ------------------------------------ execution, delivery and performance by the Company of this AgreementAgreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been been, and the Ancillary Agreements when executed at the Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable against the Company in accordance with its their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or and other similar laws affecting generally the enforcement of creditors' rights and subject remedies generally, to general principles of equity (including principles of commercial reasonableness, good faith and fair dealing), regardless of whether enforcement is sought in a court's discretionary authority with respect to the granting of a decree ordering specific performance proceeding at law or other equitable remediesin equity. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require except as set forth on the part of the Company any filing withDisclosure Schedule, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company or (ed) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement and the Amended Operating Agreement, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate limited liability company action. This Agreement has been been, and the Amended Operating Agreement when executed at the Initial Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its their respective terms, subject except as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance may be limited by bankruptcy or other equitable remediesprinciples. The execution and delivery of this Agreement and the Amended Operating Agreement, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation Organization or By-laws Operating Agreement of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (other than such filings as may be necessary to comply with applicable federal and state securities laws) (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this AgreementAgreement and the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate limited liability company action. This Agreement has been been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its their respective terms, subject except as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance may be limited by bankruptcy or other equitable remediesprinciples. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate Articles of Incorporation Organization or By-laws Operating Agreement of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company Purchaser of this AgreementAgreement and the Ancillary Agreements, and the consummation by the Company Purchaser of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been been, and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company Purchaser and constitutes constitute valid and binding obligations of the Company Purchaser enforceable in accordance with its their respective terms, subject except as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium may be limited by bankruptcy or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remediesprinciples. The execution and delivery of this AgreementAgreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company Purchaser will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws Bylaws of the CompanyPurchaser, (b) require on the part of the Company Purchaser any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company Purchaser is a party or by which the Company Purchaser is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which would not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Material Adverse Effect"), (d) result in the imposition of any Security Interest upon any assets of the Company Purchaser or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company Purchaser or any of its properties or assets. For purposes of this Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, charge or other lien (whether arising by contract or by operation of law).

Authority for Agreement; No Conflict. The execution, delivery and performance by the Company of this Agreement, the Stockholders Agreement, the Ancillary Agreements, and the consummation by the Company of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary corporate action. This Agreement has been been, and the Stockholders Agreement and the Ancillary Agreements when executed at the Initial Closing will be, duly executed and delivered by the Company and constitutes constitute valid and binding obligations of the Company enforceable in accordance with its their respective terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' ’ rights and subject to a court's ’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The execution and delivery of this Agreement, the Stockholders Agreement and the Ancillary Agreements, the consummation of the transactions contemplated hereby and thereby and the compliance with its their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the part of the Company any filing with, or any permit, order, authorization, consent or approval of, any United States court, arbitrational tribunal, administrative agency or commission or other United States governmental or regulatory authority or agency (each of the foregoing is hereafter referred to as a "Governmental Entity") other than the filing of a Form 4 and an amendment to the Company's current Schedule 13D promulgated under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (cb) which would do not and will not, individually or in the aggregate, be reasonably expected to have a material adverse effect on the Company's business, assets, liabilities, operations or financial condition (a "Company Material Adverse Effect"), (dc) result in the imposition of any Security Interest upon any assets of the Company or (ed) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of its properties or assets. For purposes of this Agreement, "“Security Interest" ” means any mortgage, pledge, security interest, encumbrance, charge, charge or other lien (whether arising by contract or by operation of law).