Common use of Authority; Validity; Consents Clause in Contracts

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly, validly authorized and approved by all necessary corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding at law or in equity.

Authority; Validity; Consents. Buyer has Each Seller has, subject to requisite Bankruptcy Court approval, the requisite corporate or limited liability company power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it such Seller is a party and to consummate the transactions contemplated hereby and thereby. The , and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party by such Seller and the consummation by Buyer such Seller of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated herebylimited liability company action. This Agreement has been duly and validly executed and delivered by Buyer each Seller and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer a Seller at the Closing will be duly and validly executed and delivered by Buyer, as applicable, such Seller at the Closing. No other action on the part of BuyerSubject to requisite Bankruptcy Court approval, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents constitute, with respect to which Buyer each Seller that is a party constitute thereto, the legal, valid and binding obligation obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective terms, except in each case as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. Subject to requisite Bankruptcy Court approval, except (x) as required to comply with the HSR Act, (y) for entry of the Sale Order and (z) for notices, filings and consents required in connection with the Bankruptcy Case, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including principles any Governmental Authority) in connection with the execution and delivery of commercial reasonableness, good faith this Agreement and fair dealing, regardless the other Transaction Documents or the consummation or performance of whether such principles are considered in a proceeding at law or in equityany of the transactions contemplated hereby and thereby.

Authority; Validity; Consents. Buyer has Each Seller has, subject to entry of the Sale Order, the requisite corporate or limited liability company power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it such Seller is a party and to consummate the transactions contemplated hereby and thereby. The , and, subject to entry of the Sale Order, the execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party by such Seller and the consummation by Buyer such Seller of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite corporate or limited liability company action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary Sellers. Subject to authorize the execution and delivery by Buyer of this Agreement and the consummation entry of the transactions contemplated hereby. This Sale Order, this Agreement has been duly and validly executed and delivered by Buyer each Seller and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer a Seller at the Closing will be duly and validly executed and delivered by Buyer, as applicable, such Seller at the Closing. No other action on Subject to entry of the part of BuyerSale Order, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents constitute, with respect to which Buyer each Seller that is a party constitute thereto, the legal, valid and binding obligation obligations of Buyersuch Seller, enforceable against Buyer such Seller in accordance with their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equity. Subject to entry of the Sale Order, including principles except (a) as required to comply with the HSR Act and the antitrust legislation of commercial reasonableness, good faith and fair dealing, regardless any other relevant jurisdiction applicable to the purchase of whether such principles are considered in a proceeding at law the Acquired Assets or in equity.the Business,

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby Transactions, and thereby. The the execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it Buyer is or will be a party and the consummation by Buyer of the transactions contemplated herein and therein Transactions have been duly, duly and validly authorized and approved by all necessary requisite corporate or organization action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of Buyer, its Affiliates or their respective Representatives Buyer is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer is or will be a party constitute constitute, assuming the due authorization, execution and delivery of such Transaction Documents, as applicable, by the other Persons that are party thereto, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding Proceeding at law or in equity.

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite limited liability company or corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated herebyactions in respect thereof. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing Party will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this This Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in Table of Contents each case as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equity. Except with respect to its lender, including principles Xxxxx Fargo Bank, N.A., Buyer is not or will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of commercial reasonablenessthis Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, good faith except for such notices, filings and fair dealingconsents, regardless the failure of whether such principles are considered in a proceeding at law which to provide, make or obtain, would not, individually or in equitythe aggregate, affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated herebyactions in respect thereof. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing any time will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of This Agreement and (when duly executed by Buyer, its Affiliates or their respective Representatives is necessary to authorize this Agreement or ) the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equity. Subject to requisite Bankruptcy Court approval, including principles as applicable, and Buyer is not and will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of commercial reasonablenessthis Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby or thereby, good faith except for such notices, filings and fair dealingconsents, regardless the failure of whether such principles are considered in a proceeding at law which to provide, make or obtain, would not, individually or in equitythe aggregate, have a material adverse effect on Buyer’s right or ability to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Buyer has (a) Seller has, subject to entry of the Sale Order, the requisite corporate power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it Seller is a party and to consummate the transactions contemplated hereby and thereby. The , and, subject to entry of the Sale Order, the execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party by Seller and the consummation by Buyer Seller of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary Seller. Subject to authorize the execution and delivery by Buyer of this Agreement and the consummation entry of the transactions contemplated hereby. This Sale Order, this Agreement has been duly and validly executed and delivered by Buyer Seller and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer Seller at the Closing will be duly and validly executed and delivered by Buyer, as applicable, Seller at the Closing. No other action on Subject to entry of the part of BuyerSale Order, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer Seller is (or will be) a party constitute (or, when entered into, will constitute), with respect to Seller, the legal, valid and binding obligation obligations of BuyerSeller, enforceable against Buyer Seller in accordance with their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding at law or in equity.

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly, validly authorized and approved by all necessary corporate company action of Buyer and no other corporate entity proceedings on the part of Buyer or vote of Buyer’s members equity holders are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer is a party constitute (or upon execution will constitute) the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding at law or in equity.

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated herebysimilar actions in respect thereof. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing will be duly and validly executed and delivered by Buyer, as applicable, Buyer at the Closing. No other action on the part of BuyerThis Agreement constitutes and, its Affiliates or their respective Representatives is necessary to authorize this Agreement or when executed, the other Transaction Documents to which Buyer is a party and this Agreement and the other Transaction Documents to which Buyer is a party constitute will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equity. Except for (i) the entry of the Approval Order, including principles (ii) the receipt of commercial reasonablenessthe Ombudsman Report and (iii) for notices, good faith filings and fair dealingconsents required in connection with the Bankruptcy Cases, regardless Buyer is not and will not be required to give any notice to or obtain any consent from any Person in connection with the execution and delivery of whether this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby or thereby. No Conflict. When the consents and other actions described in Section 6.2 have been obtained and taken, the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions provided for herein and therein will not result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause any acceleration of any obligation of Buyer under (a) any Contract or other instrument to which it is bound, (b) any provision of the organizational documents of Buyer, or (c) any Law, Order or Governmental Authorization applicable to Buyer, except for any such principles are considered in a proceeding at law conflict, violation, breach or default, individually or in equity.the agreement, would not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such the other Transaction Documents to which it is a party by Buyer and the consummation by Buyer of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite limited liability company or corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated herebyactions in respect thereof. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing Party will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this This Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equity. Except as required to comply with the HSR Act or as set forth on Schedule 6.2, including principles Buyer is not or will be required to give any notice to, make any registration, declaration or filing with or obtain any consent, waiver or approval from any Person in connection with the execution and delivery of commercial reasonablenessthis Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, good faith except for such notices, registrations, declarations or filings and fair dealingconsents, regardless the failure of whether such principles are considered in a proceeding at law which to provide, make or obtain, would not, individually or in equitythe aggregate, materially affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Buyer has the requisite power and authority necessary to enter into, deliver into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by Buyer and such other Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated herein and therein have been duly, duly and validly authorized and approved by all necessary requisite limited liability company or corporate action of Buyer and no other corporate proceedings on the part of Buyer or vote of Buyer’s members are necessary to authorize the execution and delivery by Buyer of this Agreement and the consummation of the transactions contemplated herebyactions in respect thereof. This Agreement has been duly and validly executed and delivered by Buyer and each other Transaction Document to which Buyer is a party that is required to be executed and delivered by Buyer at the Closing Party will be duly and validly executed and delivered by Buyer, as applicable, at the Closing. No other action on the part of Buyer, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which Buyer is a party and this This Agreement and the other Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws Legal Requirements affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding at law or in equity. Buyer is not or will not be required to give any notice to, make any filing with, or obtain any consent or approval from any Person in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a Party or the consummation or performance of any of the transactions contemplated hereby or thereby, except for such notices, filings, consents, and approvals, the failure of which to provide, make or obtain, would not, individually or in the aggregate, affect Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.