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

Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action and no other corporate proceedings are necessary to authorize the execution, delivery or performance of this Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the execution, delivery and performance of this Agreement by the Company, the Shareholders and the Optionholders do not conflict with, violate or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any material lien, security interest, charge or encumbrance upon any material assets of the Company or any of its Subsidiaries, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental body, or employee representative or union or labor organization, or accelerate or otherwise alter the rights of any other party, under the provisions of the Company's or any of its Subsidiary's Certificate of Incorporation or By-laws or any material indenture, mortgage, lease, loan agreement, collective bargaining agreement or other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. None of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof would, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.

Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. The Company has all requisite power and authority and full legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. Except (i) as set forth on Schedule 3.03 or (ii) where the attached AUTHORIZATION SCHEDULEfailure 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 Company, the Shareholders Company and the Optionholders consummation of the transactions contemplated hereby do not conflict with, violate with or result in any material breach of, constitute a material default under, give rise to any right of termination, cancellation or acceleration under, result in a material violation of, result in the creation of any material lien, security interest, charge or encumbrance Lien upon any material assets of the Company or any of its SubsidiariesSubsidiaries under, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other governmental bodyGovernmental Authority under, or employee representative or union or labor organization, or accelerate or otherwise alter the rights of any other party, under the provisions of the Company's ’s or any of its Subsidiary's Certificate Subsidiaries’ operating agreement, certificate or articles of Incorporation incorporation or By-laws bylaws (or equivalent organizational documents) or any material contract, indenture, mortgage, lease, loan agreement, collective bargaining agreement or similar other agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or orderLaw, judgment or decree to which the Company or any of its Subsidiaries is subject. None of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof would, individually or in the aggregate, have Assuming that this Agreement is a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Companyother parties hereto, this Agreement constitutes a valid and binding obligation of the Company and the Seller, enforceable against it 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.

Authorization; No Breach; Valid and Binding Agreement. Except as set forth on the attached AUTHORIZATION SCHEDULE, the The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action (including limited liability company action) on the part of the Company, and no other corporate proceedings (including limited liability company proceedings) on the Company’s or any of its Subsidiaries’ part are necessary to authorize the execution, delivery or performance of this AgreementAgreement or the transactions contemplated hereby. Except as set forth on the attached AUTHORIZATION SCHEDULEAuthorization Schedule, the execution, delivery and performance of this Agreement by the Company, the Shareholders Company and the Optionholders consummation of the transactions contemplated hereby do not not, with or without notice, lapse of time, or both, conflict with, violate with or result in any material breach of, constitute a material default under, result in a material violation of, result in the creation of any material lien, security interest, charge or encumbrance Lien upon any material assets of the Company or any of its Subsidiaries, or require any material authorization, consent, approval, exemption or other material action by or notice to any court or other governmental body, or employee representative or union or labor organization, or accelerate or otherwise alter the rights of any other party, under the provisions of the Company's LLC Agreement or any of its Subsidiary's Certificate of Incorporation Subsidiaries’ charter or By-laws bylaws (or equivalent organizational documents) or any material indenture, mortgage, lease, loan agreement, collective bargaining agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company or any of its Subsidiaries is subject. None of the foregoing items shall be deemed to be "material" unless the failure to meet the requirements thereof would, individually or in the aggregate, have a Material Adverse Effect. This Agreement has been duly executed and delivered by the Company Company, and assuming that this Agreement is a valid and binding obligation of Buyer and the Sellers, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms.