Common use of Authorization; Binding Effect; No Breach Clause in Contracts

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly authorized by the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Purchaser. Assuming due authorization, execution and delivery by the relevant Sellers, this Agreement and the Ancillary Agreements constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Purchaser, enforceable against such Person in accordance with its respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. (b) The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements do not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or require any Consent or approval or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or by-laws of the Purchaser, (ii) any Contract to which the Purchaser is a party or to which any of its assets is subject or (iii) any Laws to which the Purchaser or any of its assets is subject, except, in the case of (ii) and (iii) above, for such defaults, violations, actions and notifications that have not materially hindered, delayed or impaired, and would not reasonably be expected to, individually or in the aggregate, materially hinder, delay or impair, the performance by the Purchaser of any of their obligations under this Agreement and the Ancillary Agreements.

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance of this Agreement and each Transaction Document to which the Ancillary Agreements Purchaser or Parent is, or at the Closing Date will be, a party have been duly authorized by the Purchaser. This Agreement has been duly executed Purchaser and delivered by the PurchaserParent, and this Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Purchaseras applicable. Assuming due authorization, execution and delivery by the relevant Sellers, this Agreement and each Transaction Document to which the Ancillary Agreements Purchaser or Parent is, or at the Closing Date will be, a party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the PurchaserPurchaser or Parent, as applicable, enforceable against such Person the Purchaser or Parent, as applicable, in accordance with its respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. (b) The execution, delivery and performance by the Purchaser or Parent of this Agreement and the Ancillary Agreements Transaction Documents to which the Purchaser or Parent is, or on the Closing Date will be, a party do not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or require any Consent or approval of any Person or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or by-laws (or similar governing document) of the Purchaser, Purchaser or Parent; (ii) other than as set forth in Exhibit C, any Contract or other document to which the Purchaser or Parent, as applicable, is a party or to which any of its the Purchaser's or Parent's assets is subject subject; or (iii) any Laws to which the Purchaser or any of its Parent or the Purchaser's assets or Parent's assets, as applicable, is subject, ; except, in the case of clauses (ii) and (iii) aboveof this sentence, for such defaults, violations, actions and notifications that have not materially hindered, delayed or impaired, and would not reasonably be expected tonot, individually or in the aggregate, materially hinder, delay or impair, impair the performance by the Purchaser of any of Purchaser's or Parent's ability to carry out their obligations under under, and to consummate the transactions contemplated by, this Agreement and the Ancillary AgreementsAgreement.

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance of this Agreement and each Transaction Document to which the Ancillary Agreements Parent or the Purchaser is, or at the Closing Date will be, a party have been duly authorized by the Purchaser. This Agreement has been duly executed and delivered by Parent or the Purchaser, and this Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Purchaseras applicable. Assuming due authorization, execution and delivery by the relevant Sellers, this Agreement and each Transaction Document to which the Ancillary Agreements Parent or the Purchaser is, or at the Closing Date will be, a party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Parent or the Purchaser, as applicable, enforceable against such Person the Parent or the Purchaser, as applicable, in accordance with its respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. (b) . The execution, delivery and performance by the Parent or Purchaser of this Agreement and the Ancillary Agreements Transaction Documents to which the Parent or the Purchaser is, or on the Closing Date will be, a party do not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or require any Consent or approval of any Person (other than the Mandatory Regulatory Approvals) or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or by-laws lawscertificate of formation or limited partnership agreement (or similar governing document) of the Parent or Purchaser, ; (ii) any Contract or other document to which the Purchaser Parent or Purchaser, as applicable, is a party or to which any of its assets the Parent’s or Purchaser’s assets, as applicable, is subject subject; or (iii) any Laws to which the Purchaser Parent or Purchaser, as applicable, or any of its the Parent’s or the Purchaser’s assets as applicable, is subject, ; except, in the case of clauses (ii) and (iii) aboveof this sentence, for such defaults, violations, actions and notifications that have not materially hindered, delayed or impaired, and would not reasonably be expected tonot, individually or in the aggregate, materially hinder, delay or impairimpair the Parent’s or the Purchaser’s ability to carry out its obligations under, and to consummate the performance by the Purchaser of any of their obligations under transactions contemplated by, this Agreement and the Ancillary AgreementsAgreement.

Authorization; Binding Effect; No Breach. (a) The Subject to the receipt of the Bankruptcy Consents, the execution, delivery and performance of this Agreement and the Ancillary Agreements have by each Seller has been duly authorized by such Seller. Subject to receipt of the Purchaser. This Agreement has been duly executed and delivered by the PurchaserBankruptcy Consents, and this Agreement and the Ancillary Agreements have been or will be duly executed and delivered by the Purchaser. Assuming assuming due authorization, execution and delivery by the relevant SellersPurchaser, this Agreement and the Ancillary Agreements constituteswill constitute a legal, or upon execution thereof will constitute, a valid and binding obligation of the Purchasereach Seller, enforceable against such Person it in accordance with its respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at Law. (b) The Except as a result of the Bankruptcy Proceedings, the execution, delivery and and, subject to the receipt of the Bankruptcy Consents, performance by each Seller of the Purchaser of this Agreement and Transaction Documents to which such Seller is, or on the Ancillary Agreements Closing Date will be, a party do not and will not conflict with or result in a material breach of the terms, conditions or provisions of, constitute a material default under, result in a material violation of, give to any Person any right of termination, amendment, modification, acceleration result in the creation or cancellation or any preemptive right or right to the payment imposition of any penalty underLien (other than a Permitted Encumbrance or Assumed Liability) upon any of the Acquired Assets, or require any Consent or approval (other than the Antitrust Approvals and the Bankruptcy Consents) or other action by or declaration or notice to any Government Entity pursuant to (i) the articles, charter or charter, by-laws laws, partnership agreement or operating agreement of the Purchaserrelevant Sellers or any Acquired Entity, (ii) any Material Contract (assuming each Material Contract is an Assigned Contract) to which the Purchaser relevant Seller is a party or to which any of its assets Acquired Assets is subject or subject, (iii) any material Order to which any Seller or any of the Acquired Assets are subject, or (iv) any material Laws to which the Purchaser any Seller or any of its assets is the Acquired Assets are subject, except, in the case of (ii) and (iii) above, for such defaults, violations, actions and notifications that have not materially hindered, delayed or impaired, and would not reasonably be expected to, individually or in the aggregate, materially hinder, delay or impair, the performance by the Purchaser of any of their obligations under this Agreement and the Ancillary Agreements.

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance of this Agreement and each Transaction Document to which Purchaser or any of the Ancillary Agreements Designated Purchasers is a party, or is to become a party, have been duly authorized by the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and this Agreement Purchaser and the Ancillary Agreements have been or will be duly executed relevant Designated Purchasers, as applicable, at the time of its execution and delivered by the Purchaserdelivery. Assuming due authorization, execution and delivery by the relevant Sellers, this Agreement and the Ancillary Agreements each Transaction Document to which Purchaser or any Designated Purchaser is a party constitutes, or upon execution thereof will constitute, a valid and binding obligation of the Purchaser or such Designated Purchaser, as applicable, enforceable against such Person in accordance with its respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other Laws affecting similar laws now or hereafter in effect relating to creditors’ rights generally and subject to or general principles of public policy or equity, regardless of whether considered in a proceeding in equity or at Law. (b) The execution, delivery and performance by the each of Purchaser of this Agreement and the Ancillary Agreements Designated Purchasers of the Transaction Documents to which Purchaser or such Designated Purchaser is, or on the Closing Date will be, a party do not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in a violation of, give to any Person any right of termination, amendment, modification, acceleration or cancellation or any preemptive right or right to the payment of any penalty under, or require any Consent or approval or (other action by or declaration or notice to any Government Entity than the Antitrust Approvals) pursuant to (i) the current or eventual articles, charter or charter, by-laws laws, partnership agreement or operating agreement of Purchaser or the relevant Designated Purchaser, (ii) any Contract or other document to which Purchaser or the relevant Designated Purchaser is or will become a party or to which any of its assets is or will become subject or (iii) any Laws to which Purchaser, the Purchaser Designated Purchaser, or any of its their assets is or will become subject, except, in the case of clause (ii) and (iii) above, for such defaults, violations, actions and notifications that have not materially hindered, delayed or impaired, and would not reasonably be expected to, individually or in the aggregate, aggregate materially hinder, delay or impair, impair the performance by Purchaser or the Purchaser Designated Purchasers of any of their obligations under this Agreement and the Ancillary Agreementsany Transaction Document.