Common use of Consents, Authorizations and Binding Effect Clause in Contracts

Consents, Authorizations and Binding Effect. Buyer has full power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer and will not (a) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.

Consents, Authorizations and Binding Effect. Buyer Seller has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be executed and delivered in connection with the transactions contemplated hereby (collectively, the “Transaction Agreement to which it is a partyAgreements”) by Seller, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer Seller and constitutes the legal, valid and binding obligation of Buyer Seller enforceable against Buyer Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions limited liability company action on the part of Buyer Seller and will not (a) conflict with or breach any provision of the partnership agreement certificate of formation, limited liability company agreement, or similar other charter or governing documents of BuyerSeller; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law order, writ, injunction, decree, judgment, statute, ordinance, code, rule or regulation (collectively, “Laws” and, individually, a “Law”) applicable to Buyer Seller or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority; or (e) result in the creation or imposition of any title defect, conflicting claim of ownership, right of way, hypothecations, or other legal or equitable encumbrance, limitation, order, decree, judgment, stipulation, settlement, attachment, restriction, right of first refusal, covenant, reservation, lease, lien, pledge, option, charge, claim, security interest, mortgage or any other right of any third party (“Lien”) on any of the Acquired Assets (or upon any revenues, income or profits of the Business therefrom), except in the case of clauses (b), (c) and (d) of this Section 4.2 3.2, for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not have a Material Adverse Effect and would not adversely affect the ability of Buyer Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Section 3.2 of the Seller Disclosure Letter, there is no Acquired Asset that may not be assigned to Buyer or its designee without the consent of a Person other than Seller.

Consents, Authorizations and Binding Effect. Buyer Seller has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be executed and delivered in connection with the transactions contemplated hereby (collectively, the “Transaction Agreement to which it is a partyAgreements”) by Seller, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer Seller and constitutes the legal, valid and binding obligation of Buyer Seller enforceable against Buyer Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions limited liability company action on the part of Buyer Seller and will not (a) conflict with or breach any provision of the partnership agreement certificate of formation, limited liability company agreement, or similar other charter or governing documents of BuyerSeller; (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer order, writ, injunction, decree, judgment, statute, ordinance, code, rule or any of its properties or assets; or regulation (d) except as required by the HSR Actcollectively, require any filing with“Laws” and, or the obtaining of any permitindividually, authorization, consent or approval of, any Governmental Authority, except in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreement.a

Consents, Authorizations and Binding Effect. Buyer Each Seller (other than the individuals) has full power and authority to execute and deliver this Agreement and each other agreement or instrument to be executed and delivered in connection with the transactions contemplated hereby (collectively, the “Transaction Agreement to which it is a partyAgreements”) by such Seller, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each of this Agreement and the other Transaction Agreements to which Buyer is a party has been duly executed and delivered by Buyer each applicable Seller and constitutes the legal, valid and binding obligation of Buyer such Seller enforceable against Buyer such Seller in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite corporate, partnership or company, as applicable, actions on the part of Buyer each Seller (other than the individuals) and will not (a) conflict with or breach any provision of the certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, limited partnership agreement or similar other charter or governing documents documents, as applicable, of Buyersuch Seller (other than the individuals); (b) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer such Seller is a party or by which it or any of its properties or assets are bound; (c) violate any Law order, writ, injunction, decree, judgment, statute, ordinance, code, rule or regulation (collectively, “Laws” and, individually, a “Law”) applicable to Buyer such Seller or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Authority; or (e) result in the creation or imposition of any title defect, conflicting claim of ownership right of way, hypothecations, or other legal or equitable encumbrance, limitation, order, decree, judgment, stipulation, settlement, attachment, restriction, right of first refusal, covenant, reservation, lease, lien, pledge, option, charge, claim, security interest, mortgage or any other right of any third party (“Lien”) on any of the Acquired Assets (or upon any revenues, income or profits of the Business therefrom), except in the case of clauses (b), (c) and (d) of this Section 4.2 3.2 for any such violations, breaches, defaults, rights of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not have a Material Adverse Effect and would not adversely affect the ability of Buyer such Seller to consummate the transactions contemplated by this Agreement. Except as set forth in Section 3.2 of the Seller Disclosure Letter, there is no Acquired Asset that may not be assigned to Buyer or its designee without the consent of a Person other than Sellers.

Consents, Authorizations and Binding Effect. Buyer has full power (i) Each of Seller and authority to execute the Company may execute, deliver and deliver perform this Agreement (including without limitation execution, delivery and each other Transaction Agreement performance of the Operative Documents (as herein defined) to which it is a party) without the necessity of Seller or the Company obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for the Third Party Consents set forth on Schedule 3.1(d)(i) which will be obtained prior to the Closing. (ii) Each of Seller and the Company has the power to enter into this Agreement and to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and therebyhereunder. Each of this This Agreement and the Transaction Agreements to which Buyer is a party has been duly authorized, executed and delivered by Buyer Seller and the Company and constitutes the legal, valid and binding obligation of Buyer Seller and the Company, enforceable against Buyer Seller and the Company in accordance with its terms, except insofar as such enforceability may be limited by bankruptcy, insolvencyreorganization, fraudulent transferconveyance, reorganization, moratorium insolvency and similar Laws laws of general application relating to or affecting the enforcement of rights of creditors’ rights generally and by general principles of equity . (regardless of whether such enforceability is considered in a proceeding in equity or at law). iii) The execution, delivery and performance of this Agreement by Seller and the other Transaction Agreements to which it is a party has been duly and validly authorized by all proper and requisite partnership actions on the part of Buyer Company does not and will not not: (aA) constitute a violation of the Company Organizational Documents; (B) constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental Body applicable or relating to any of the Seller or the Company or its assets or business; or (C) conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or breach ofwith, or constitute (with a breach or without due notice or lapse of time or both) a default (under, or give rise to any right of termination, cancellation or acceleration) under, or require any consent acceleration under, any indentureterm or provision of any Contract, mortgage, guaranty, deed of trustcommitment, license, contractfranchise, leasePermit, agreement authorization or any other instrument or obligation to which Buyer Seller or the Company is a party or by which it the Seller Interest or any of its properties or the Company’s assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, or the obtaining an event which, with notice, lapse of any permittime, authorizationor both, consent or approval of, any Governmental Authority, except would result in the case of clauses (b), (c) and (d) of this Section 4.2 for any such violationsconflict, breachesbreach, defaultsdefault or right. (iv) The execution, rights delivery and performance of terminationthe Operative Documents, cancellation or acceleration or requirements which, individually or in and the aggregate, would not adversely affect the ability consummation of Buyer to consummate the transactions contemplated thereby, have been duly authorized and approved by this Agreement.the sole member and manager of the Company. (e)

Consents, Authorizations and Binding Effect. Buyer (a) Purchaser has full power and authority to execute and deliver this Agreement and each the other Transaction Agreement agreements and instruments to which be executed and delivered by it is a partypursuant hereto, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each On or prior to the Closing Date, all acts and other proceedings required to be taken by or on the part of Purchaser to carry out this Agreement and such other agreements and instruments and the Transaction Agreements to which Buyer is a party transactions contemplated hereby and thereby will have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer Purchaser and constitutes constitutes, and such other agreements and instruments, when duly executed and delivered by Purchaser, will constitute the legal, valid and binding obligation obligations of Buyer Purchaser enforceable against Buyer in accordance with its termstheir respective terms (subject, except insofar as such enforceability may be limited by to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws and similar Laws relating to or equitable principles affecting the enforcement of creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered from time-to-time in a proceeding in equity or at laweffect). The execution, execution and delivery and performance by Purchaser of this Agreement and such other agreements and instruments and the other Transaction Agreements to which it is a party has been duly consummation of the transactions contemplated hereby and validly authorized by all proper and requisite partnership actions on the part of Buyer and thereby will not (a) violate any law or conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or any breach of, of or constitute a material default (or an event which with or without due notice or lapse of time or bothboth would become a material default) a default (or give rise to any right of termination, cancellation or acceleration) under, or require any consent under, under any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer Purchaser is a party or by which it may be bound or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except affected provided that the consents and approvals disclosed on Schedule 6.2 hereto have been obtained. Except as required by the HSR Actspecifically disclosed on Schedule 6.2 hereto, require any filing with, or the obtaining of any permitno approval, authorization, consent or approval ofother order or action of or filing by the Purchaser with any court, any Governmental Authorityadministrative agency, except in or other governmental authority is required for the case of clauses (b), (c) execution and (d) delivery by the Purchaser of this Section 4.2 for any Agreement or such violations, breaches, defaults, rights other agreements and instruments or its consummation of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreementhereby or thereby.

Consents, Authorizations and Binding Effect. Buyer has (a) The Shareholders and NCCI have full power and authority to execute and deliver this Agreement and each the other Transaction Agreement agreements and instruments to which it is a partybe executed and delivered by them pursuant hereto, to carry out and perform its undertakings and obligations as provided herein and therein and to consummate the transactions contemplated hereby and thereby. Each On or prior to the Closing Date, all acts and other proceedings required to be taken by or on the part of the Shareholders and NCCI to carry out this Agreement and such other agreements and instruments and the Transaction Agreements to which Buyer is a party transactions contemplated hereby and thereby will have been duly and properly taken. This Agreement has been duly executed and delivered by Buyer the Shareholders and constitutes NCCI and constitutes, and such other agreements and instruments, when duly executed and delivered by the Shareholders and/or NCCI, will constitute, legal, valid and binding obligation of Buyer obligations enforceable against Buyer in accordance with its termstheir respective terms (subject, except insofar as such enforceability may be limited by to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws and similar Laws relating to or equitable principles affecting the enforcement of creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered from time-to-time in a proceeding in equity or at laweffect). The execution, execution and delivery by the Shareholders and performance NCCI of this Agreement and such other agreements and instruments and the other Transaction Agreements to which it is a party has been duly consummation of the transactions contemplated hereby and validly authorized by all proper and requisite partnership actions on the part of Buyer and thereby will not (a) violate any law or conflict with or breach any provision of the partnership agreement or similar governing documents of Buyer; (b) result in a violation or any breach of, of or constitute a material default (or an event which with or without due notice or lapse of time or both) both would become a default (or give rise to any right of termination, cancellation or accelerationmaterial default) under, or require result in the creation of a lien or encumbrance on any consent underof the Shares or the Assets pursuant to, any indenture, mortgage, guaranty, deed of trust, license, contract, lease, agreement or other instrument or obligation to which Buyer the Shareholders or any of the Companies is a party or by which they, it or any of its properties or assets are bound; (c) violate any Law applicable to Buyer or any of its properties or assets; or (d) except as required by the HSR Act, require any filing with, Shares or the obtaining of any permitAssets may be bound or affected provided that the consents and approvals disclosed on Schedule 5.2(a) have been obtained. Except as specifically disclosed on Schedule 5.2(a) hereto, no approval, authorization, consent or approval ofother order or action of or filing by the Shareholders or the Companies with (i) any court, any Governmental Authorityadministrative agency, except in or other governmental authority or (ii) party to one of the case of clauses (b), (c) Assumed Contracts is required for the execution and (d) delivery by the Shareholders or NCCI of this Section 4.2 for any Agreement or such violations, breaches, defaults, rights other agreements and instruments or its consummation of termination, cancellation or acceleration or requirements which, individually or in the aggregate, would not adversely affect the ability of Buyer to consummate the transactions contemplated by this Agreementhereby or thereby.