Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies are a party have been duly authorized by the Companies, and no other act or other proceeding on the part of the Companies or their partners is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of the Companies and Sellers and constitutes a valid and binding obligation of each of the Companies and Sellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies or any Seller is a party, when executed and delivered by the Companies or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Companies and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership interests or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, the Companies' organizational documents, or any law, statute, rule or regulation to which the Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. Neither of the Companies nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyers and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which each of Sellers or the Companies are Company is a party have been duly authorized by Sellers and the CompaniesCompany, and no other company act or other proceeding on the part of the Companies such Persons, its board of directors or their partners stockholders, other than the GlobalOptions Group Stockholder Approval, is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of the Companies Company and Sellers and constitutes a valid and binding obligation of each of the Companies and Sellerssuch Person, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies or any Seller such Person is a party, when executed and delivered by the Companies or such Seller(s)Person, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective termsterms (in each case, subject to bankruptcy, insolvency, reorganization, and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity). Except as set forth on the attached RESTRICTIONS SCHEDULERestrictions Schedule, the execution and delivery by the Companies Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies or any Seller(s) such Person is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies and Sellers such Person do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership Company’s equity interests or assets pursuant to, (d) give any third third-party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, of or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third third-party or any court or administrative or regulatory or governmental body or agency or commission or tribunal or arbitral body (each, a “Governmental Entity”), pursuant to, each of Sellers’ and the Companies' Company’s respective organizational documents, certificates of incorporation, operating agreement, bylaws or other constituent documents, or any law, statute, rule or regulation to which the Companies Company or any Seller Sellers is subject, or any material agreement, contract, instrument, license, permitlease, note, bond , mortgage, indenture, Permit, order, judgment or decree to which the Companies or any Seller Company and/or Sellers is subject. Neither of the Companies nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyers and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies are Company or AsTraKel is a party have been duly authorized by the CompaniesCompany and AsTraKel, and no other corporate act or other proceeding on the part of the Companies Company, AsTraKel, or their partners respective board of directors or stockholders is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of the Companies Company and Sellers and constitutes a valid and binding obligation of each of the Companies Company and Sellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies Company or any Seller is a party, when executed and delivered by the Companies Company or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Companies Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies Company or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies Company and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership interests Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, the Companies' organizational Company's or AsTraKel's charter documents, by-laws or other constituent documents, or any law, statute, rule or regulation to which the Companies Company or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies Company or any Seller is subject. Neither of the Companies Company nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Seller Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyers Buyer and its Affiliates) regarding Company Seller Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies are Company or the Seller is a party have been duly authorized by the CompaniesCompany and the Seller, as applicable, and no other corporate act or other proceeding on the part of the Companies Company, its board of directors or their partners the Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of the Companies Company and Sellers Seller and constitutes a valid and binding obligation of each of the Companies Company and SellersSeller, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies Company or any Seller is a party, when executed and delivered by the Companies Company or such Seller(s)Seller, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULESCHEDULE and except for any filing, notice or authorization required pursuant to the HSR Act, the execution and delivery by the Companies Company and Sellers Seller of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies Company or any Seller(s) Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies Company and Sellers Seller do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership interests Company's capital stock or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, Seller's or the Companies' organizational Company's charter documents, bylaws or other constituent documents (including trust instruments), or any law, statute, rule or regulation to which the Companies Company or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies Company or any Seller is subject. Neither of the Companies Company nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyers Buyer and its Affiliates) regarding Company Transactions.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies are Company or any Seller is a party have been duly authorized by the CompaniesCompany and such Seller(s), as applicable, and no other corporate act or other proceeding on the part of the Companies Company, its board of directors or their partners any Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each of Seller and the Companies and Sellers Company and constitutes a valid and binding obligation of each of Seller and the Companies and SellersCompany, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Companies Company or any Seller is a party, when executed and delivered by the Companies Company or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Person, enforceable in accordance with its respective terms. Except as set forth on the attached RESTRICTIONS SCHEDULESCHEDULE and except for any filing, notice or authorization required pursuant to the HSR Act, the execution and delivery by the Companies Company and Sellers of this Agreement and all of the other agreements and instruments contemplated hereby to which the Companies Company or any Seller(s) Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Companies Company and Sellers do not and shall not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under (whether with or without the passage of time, the giving of notice or both), (c) result in the creation of any Lien upon the Companies' partnership interests or assets pursuant to, (d) give any third party the right to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with, any third party or any court or administrative or governmental body or agency pursuant to, the Companies' organizational documents, or any law, statute, rule or regulation to which the Companies or any Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Companies or any Seller is subject. Neither of the Companies nor any Seller is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreement, and each such Person has terminated all discussions with third parties (other than with Buyers and its Affiliates) regarding Company Transactions.,