Common use of Authorization; No Breach; Valid and Binding Agreement Clause in Contracts

Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, the provisions of the Seller’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by the Remedies Exception.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company board of directors of the Company, by resolutions duly adopted at a meeting duly called and held, or by written consent in lieu of a meeting of the board of directors, has all requisite power (i) approved and authority to execute authorized the execution and deliver delivery of this Agreement, (ii) approved the consummation of the transactions contemplated hereby, including the Merger, (iii) determined that the execution and delivery of this Agreement and the transaction documents contemplated hereby and, subject to the approvals described in Section 3.04, to consummate consummation of the transactions contemplated hereby are advisable, (iv) recommended that the Stockholders approve this Agreement and therebythe Merger, and (v) directed that this Agreement and the Merger be submitted to the Stockholders for their approval. The execution, delivery and performance of this Agreement by the Seller Company and the consummation by the Seller of the transactions contemplated hereby (x) have been duly and validly authorized by all requisite organizational action, corporate or otherwise, and no other organizational proceedings on the their part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, Agreement and (y) are within the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, the provisions of the SellerCompany’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated herebycorporate powers. This Agreement has been duly executed and delivered by the Seller Company and, when the Requisite Stockholder Approval is obtained, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes will constitute a valid and binding obligation of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company and each of its Subsidiaries has all requisite power power, authority and authority legal capacity to execute and deliver this Agreement and each of the transaction documents contemplated hereby andapplicable Company Documents), subject to the approvals described in Section 3.04, perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the Company Documents by the Seller Company and the consummation by the Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite organizational corporate or limited liability company action, and no other organizational proceedings on the its or their part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, Agreement or the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, the provisions of the Seller’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated herebyCompany Documents. This Agreement has been been, and each of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by the Seller and, Company and each of its Subsidiaries which is a party thereto and (assuming that the Stockholder Approval is obtained and the due authorization, execution and delivery of the other parties hereto and thereto), this Agreement is constitutes, and each of the Company Documents when so executed and delivered will constitute, a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation Company or the applicable Subsidiary of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the filings, consents and approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller Company and the consummation by the Seller Company of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Seller Company are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.023.03, the execution, delivery and performance of this Agreement by the Seller Company and the consummation by the Seller Company of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, Company under (a) the provisions of the SellerCompany’s certificate of formation incorporation or limited liability company agreement bylaws or (b) any material contract to which the Seller Company is party, except except, in the case of clause (b), as would not have a material adverse effect on the Seller Company or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller Company and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (the “Remedies Exception”).

Authorization; No Breach; Valid and Binding Agreement. The Other than the Required Company has all requisite power and authority to execute and deliver this Agreement and Stockholder Consent, the transaction documents contemplated hereby and, subject to the approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller Company and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the its part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule 5.02and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), the execution, delivery and performance of this Agreement by the Seller Company does not and the consummation by the Seller of the transactions contemplated hereby do will not conflict withwith or result in any material breach of, constitute a material default under, result in a breach or material violation of, require any consent under, or result in the creation of any material Lien (other than Permitted Liens) upon any material assets of the Seller Company or its Subsidiaries under, the provisions of the SellerCompany’s certificate or its Subsidiaries’ certificates or articles of formation or limited liability company incorporation or bylaws or any agreement or instrument set forth on the attached Contracts Schedule, or any material contract Law to which the Seller is party, except as would not have a material adverse effect on the Seller Company or its ability to consummate the transactions contemplated herebySubsidiaries is subject. This Agreement has been duly executed and delivered by the Seller and, assuming Assuming that this Agreement is a valid and binding obligation of the other parties heretoPurchaser and Merger Sub, this Agreement constitutes a valid and binding obligation of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby andother agreements referred to herein to which it is or will be a party, subject and to perform its obligations hereunder and thereunder. The board of directors of the approvals described Company, by resolutions duly and unanimously adopted at a meeting duly called and held, or by unanimous written consent in Section 3.04lieu of a meeting of the board of directors, to consummate has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved and authorized the consummation of the transactions contemplated hereby hereby, including the Merger, (iii) determined that the execution and thereby. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly are advisable, (iv) recommended that the Stockholders approve this Agreement and validly authorized by all requisite organizational actionthe Merger, and (v) directed that this Agreement and the Merger be submitted to the Stockholders for their approval. Upon receipt of the Requisite Stockholder Approval, no other organizational corporate proceedings on the part of the Seller are Company will be necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, the provisions of the Seller’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller and, assuming Assuming that this Agreement is constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby andother agreements referred to herein to which it is or will be a party, subject and to perform its obligations hereunder and thereunder. The board of directors of the approvals described Company, by resolutions duly and unanimously adopted at a meeting duly called and held, or by unanimous written consent in Section 3.04lieu of a meeting of the board of directors, to consummate has (i) approved and authorized the execution and delivery of this Agreement, (ii) approved and authorized the consummation of the transactions contemplated hereby hereby, including the Merger, (iii) determined that the execution and thereby. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly are advisable, (iv) recommended that the Shareholders approve this Agreement and validly authorized by all requisite organizational actionthe Merger, and (v) directed that this Agreement and the Merger be submitted to the Shareholders for their approval. Upon receipt of the Requisite Shareholder Approval, no other organizational corporate proceedings on the part of the Seller are Company will be necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, the execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller under, the provisions of the Seller’s certificate of formation or limited liability company agreement or any material contract to which the Seller is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed Assuming the due authorization, execution and delivered delivery by the Seller andother parties hereto, assuming that this Agreement is constitutes a legal, valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller Acquired Company and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational corporate action, and no other organizational corporate proceedings on the its part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except (i) as set forth on Schedule 5.023.03, or (ii) where the failure of any of the following to be true would not be material to the Business, the execution, delivery and performance of this Agreement by the Seller Acquired Company and the consummation by the Seller of the transactions contemplated hereby do not conflict withwith or result in any breach of, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller Company Group under, or require any authorization, consent, approval, exemption or other action by or notice to any court or other governmental body under, the provisions of the Seller’s certificate organizational documents of formation any Member of the Company Group or limited liability company any Contract, indenture, mortgage, lease, loan agreement or similar other agreement or instrument to which any material contract Member of the Company Group is bound, or any Law, order, writ, assessment, decision, injunction, decree, ruling or judgment, or other restriction of any Governmental Authority to which the Seller Company Group is party, except as would not have a material adverse effect on the Seller or its ability to consummate the transactions contemplated herebysubject. This Agreement has been duly executed and delivered by the Seller and, assuming Assuming that this Agreement is a valid and binding obligation of the other parties heretoparties, this Agreement constitutes a valid and binding obligation of the Acquired Company and the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company has all requisite power and authority to execute and deliver this Agreement and Except as set forth on the transaction documents contemplated hereby andAuthorization Schedule, subject to the approvals described in Section 3.04, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller Company and the consummation by the Seller of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the its part of the Seller are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the Authorization Schedule 5.02and except for the applicable requirements of the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the execution, delivery and performance of this Agreement by the Seller Company does not and the consummation by the Seller of the transactions contemplated hereby do will not conflict with(a) violate any Law applicable to the Company and its Subsidiaries, (b) violate the provisions of the Company's or its Subsidiaries' certificates or articles of formation or incorporation, bylaws or operating agreements, or (c) result in any breach of, constitute a default under, result in a breach or violation of, require any consent underviolate, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller Company or its Subsidiaries under, the provisions of the Seller’s certificate of formation or limited liability company any agreement or instrument set forth on the Contracts Schedule, except, in each case, for any material contract to which the Seller is partysuch violations, except as breaches, defaults, or Liens that has not had and would not reasonably be expected to have a material adverse effect on the Seller or its ability to consummate the transactions contemplated herebyMaterial Adverse Effect. This Agreement has been duly executed and delivered by the Seller and, assuming Assuming that this Agreement is a valid and binding obligation of the other parties heretoPurchaser, this Agreement constitutes a valid and binding obligation of the SellerCompany, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the Remedies Exceptionavailability of specific performance and other equitable remedies.

Authorization; No Breach; Valid and Binding Agreement. The Company Purchaser has all requisite power and authority to execute and deliver this Agreement and the transaction documents contemplated hereby and, subject to the filings, consents and approvals described in Section 3.044.03, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby have been duly and validly authorized by all requisite organizational action, and no other organizational proceedings on the part of the Seller Purchaser are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on Schedule 5.02, the The execution, delivery and performance of this Agreement by the Seller Purchaser and the consummation by the Seller Purchaser of the transactions contemplated hereby do not conflict with, constitute a default under, result in a breach or violation of, require any consent under, or result in the creation of any Lien (other than Permitted Liens) upon any assets of the Seller Purchaser under, the provisions of the SellerPurchaser’s certificate or article of formation incorporation or formation, bylaws or limited liability company agreement (or equivalent organizational documents) or any material contract to which the Seller Purchaser is party, except as would not have a material adverse effect on the Seller Purchaser or its ability to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller Purchaser and, assuming that this Agreement is a valid and binding obligation of the other parties hereto, constitutes a valid and binding obligation of the SellerPurchaser, enforceable in accordance with its terms, except as enforceability may be limited by the Remedies Exception.