Common use of No Conflicts; Enforceability Clause in Contracts

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, except in the case of subsection (c) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the execution, delivery and performance of this Agreement by Seller and the Related Other Agreements to which Seller is a party by Seller, and the consummation Seller (i) except as set forth on Schedule 4.3(a) of the transactions contemplated hereby and thereby (a) Seller Disclosure Letter, are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of Seller, (bii) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been obtained and all the filings and notifications described in Section 4.7 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (ciii) except as set forth on Schedule 4.3 4.3(a) of the Seller Disclosure ScheduleLetter, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in or require the acceleration of obligations under, create in any party the right to terminate, modify or cancel, require any notice, consent or waiver under, or result in the creation of any Encumbrance on Third Party pursuant to any of the Purchased Assets pursuant to, any agreement or other instrument Material Contract binding on Seller or any applicable order, writ, injunction or decree of any court or Governmental Regulatory Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets assets is subject, except in the case of subsection clauses (cii) aboveand (iii) only for such conflicts, for breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on the Purchased Assets or the Business. (b) The execution, delivery and performance of this Agreement and the Other Agreements by Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Regulatory Authority, except (i) the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such breachesconsent, defaults approval, authorization, permit, filing, or other occurrences that have not hadnotification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect. This Agreement and Effect or to materially delay or impair or prevent, consummation of the Related Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generallyTransactions.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and by the Related Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Company (ai) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Sellerthe Company, (bii) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 2.5 have been obtained and all the filings and notifications described in Section 4.7 2.5 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased AssetsCompany, and (ciii) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any material agreement or other instrument binding on Seller the Company or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority or arbitrator to which Seller the Company is a party or by which Seller the Company is bound or to which any of its Assets is subject, except in the case of subsection clauses (cii) aboveand (iii) for such prohibitions, for any such breacheslimitation, defaults default, notice, filing, permit, authorization, consent, approval, conflict breach or other occurrences that have not had, and default which would not reasonably be expected to haveprevent or delay the consummation by the Company of the issuance, individually or in sale and delivery of the aggregate, a Material Adverse EffectShares contemplated hereby. This Agreement and the Related Agreements have been duly when executed and delivered by Seller, and the Company will constitute the legal, a valid and legally binding obligations obligation of Sellerthe Company, enforceable against Seller in accordance with their respective its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ ' rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements (as applicable) by Seller, and the consummation of the transactions contemplated hereby and thereby each Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of such Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of subsection clauses (b) and (c) abovefor such conflicts, for any such breaches, defaults defaults, accelerations or other occurrences that have not had, and rights as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Other Agreements have been duly executed and delivered by Sellereach Seller (as applicable), and constitute the legal, valid and binding obligations of each Seller, enforceable against such Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ ' rights generally.

No Conflicts; Enforceability. 4.3.1 The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Sellers: (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Seller, Sellers; (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and Sellers; (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller Sellers or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority or arbitrator to which Seller is Sellers are a party or by which Seller is Sellers are bound or to which any of its Assets is subject, including the Purchased Assets, except in the case of subsection (c) abovefor such conflicts, for any such breaches, defaults defaults, accelerations or other occurrences that have not had, and rights as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. . 4.3.2 This Agreement and the Related Other Agreements have been duly executed and delivered by SellerSellers, and constitute the legal, valid and binding obligations of SellerSellers, enforceable against Seller Sellers in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements by Sellereach of Purchaser and Parent, and the consummation of the transactions contemplated hereby and thereby as applicable, (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate their respective certificates of Incorporation incorporation, bylaws or Bylaws of Sellerany other formation documentation, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 Sections 5.5 and 5.8 have been obtained and all the filings and notifications described in Section 4.7 Sections 5.5 and 5.8 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product Purchaser or any of the Purchased AssetsParent, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, of constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any material agreement or other instrument binding on Seller Purchaser or Parent or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority or arbitrator to which Seller Purchaser or Parent is a party or by which Seller Purchaser or Parent is bound or to which any of its their respective Assets is subject, except in the case of subsection clauses (b) and (c) abovefor such prohibitions, for any such breacheslimitation, defaults default, notice, filing, permit, authorization, consent, approval, conflict breach or other occurrences that have not had, and default which would not reasonably be expected to have, individually prevent or in delay the aggregate, a Material Adverse Effectconsummation by Purchaser and Parent of the Transactions. This Agreement and the Related Other Agreements have been duly executed and delivered by SellerPurchaser or Parent, as applicable, and constitute the legal, valid and binding obligations of SellerPurchaser or Parent, as applicable, enforceable against Seller Purchaser or Parent, as applicable, in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. (a) The execution, delivery and performance by Seller of this Agreement Agreement, the Other Agreements and the Related Agreements by Sellerother instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby, and the consummation of the transactions contemplated hereby Transactions, do not and thereby will not (a) are not prohibited violate, conflict with or limited by, and will not result in the breach of or a default under, under any provision of the Certificate of Incorporation or Bylaws of Seller, (b) assuming that all of the consents, approvals, authorizations and permits described in Section 4.7 set forth on Schedule 4.9 have been obtained and all the applicable filings and notifications described in Section 4.7 under the HSR Act have been made and any waiting periods thereunder have terminated or expired, does not materially violate or conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Scheduleviolate, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or, other than the Required Consents or those consents, approvals, authorizations or permits set forth on Schedule 4.9 and Schedule 4.18(b)(I), require any notice, notice to or consent or waiver of any Person under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant tomaterial indenture, any mortgage, lease, loan agreement, Material Contract, Registration, other material agreement or other instrument binding on Seller or any applicable orderOrder, writin each case, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, except or (d) result in the case creation or imposition of subsection any Encumbrance (cother than a Permitted Encumbrance) aboveon any of the Purchased Assets. (b) This Agreement, for any such breachesthe Other Agreements, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement Equity Documents and the Related Agreements other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby have been duly authorized, executed and delivered by Seller, and, assuming this Agreement, the Other Agreements, the Equity Documents and the other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby constitute the legal, valid and binding obligations of the other parties hereto and thereto, constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective termsterms and conditions, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ rights, generally, and by general equitable principles (the “Equitable Exceptions”). There are no agreements, options, commitments or rights generallyof any Person (other than Buyer) to purchase or otherwise acquire any of the interests of Seller in or to the Purchased Assets, except those entered into in the Ordinary Course of Business for the sale of Inventory.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, Buyer and the consummation of the transactions contemplated hereby and thereby Parent (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of SellerSeller or comparable organizational documents of Parent, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 5.5 have been obtained and all the filings and notifications described in Section 4.7 5.5 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any material agreement or other instrument binding on Seller Buyer or Parent or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller Buyer or Parent is a party or by which Seller Buyer or Parent is bound or to which any of its their Assets is are subject, except in the case of subsection (c) abovefor such prohibition, for any such breacheslimitation, defaults default, notice, filing, permit, authorization, consent, approval, conflict breach or other occurrences that have not had, and default which would not reasonably be expected to have, individually prevent or in delay consummation by Buyer or Parent of the aggregate, a Material Adverse EffectTransactions. This Agreement and the Related Other Agreements have been duly executed and delivered by SellerBuyer and Parent, and constitute the legal, valid and binding obligations of SellerBuyer and Parent, enforceable against Seller Buyer and Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. (a) The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Seller (ai) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation Formation or Bylaws Limited Liability Company Operating Agreement of Seller, (bii) assuming that all of the consents, approvals, authorizations and permits described in Section 4.7 Schedule 4.9(e) and 4.10 have been obtained and all of the filings and notifications described in Section 4.7 Schedule 4.9(e) and 4.10 have been made and any waiting periods thereunder have terminated or expiredmade, does not materially conflict with or materially violate any material Law applicable to Seller, Seller or the Product Business or any of by which the Purchased AssetsAssets are bound, and (ciii) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation or imposition of any Encumbrance on upon, any Contract or Applicable Permit to which Seller or any of the Purchased Assets pursuant tois bound or subject, any agreement or other instrument binding on Seller or any applicable order, writ, injunction or decree Order of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller or any of the Purchased Assets is bound or to which any of its Assets is subject, except in the case of subsection . (cb) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Other Agreements have been (or, with respect to Other Agreements to be executed as of the Closing Date, will be) duly executed and delivered by Seller, and constitute (or, with respect to Other Agreements to be executed as of the Closing Date, will constitute) the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Law of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Purchaser (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of SellerPurchaser, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 SECTION 5.5 have been obtained and all the filings and notifications described in Section 4.7 SECTION 5.5 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased AssetsPurchaser, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any material agreement or other instrument binding on Seller Purchaser prior the Closing Date or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller Purchaser is a party or by which Seller Purchaser is bound or to which any of its Assets is subject, except in the case of subsection (c) abovefor such prohibition, for any such breacheslimitation, defaults default, notice, filing, permit, authorization, consent, approval, conflict breach or other occurrences that have not had, and default which would not reasonably be expected to have, individually prevent or in delay consummation by Purchaser of the aggregate, a Material Adverse EffectTransactions. This Agreement and the Related Other Agreements have been duly executed and delivered by SellerPurchaser, and constitute the legal, valid and binding obligations of SellerPurchaser, enforceable against Seller Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ ' rights generally.

No Conflicts; Enforceability. (a) The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, Seller and the consummation of the transactions contemplated hereby and thereby Seller Sub (ai) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of SellerSeller or Seller Sub, (bii) assuming that all of the consents, approvals, authorizations and permits described in Section 4.7 SECTIONS 4.9 and 4.10 have been obtained and all of the filings and notifications described in Section 4.7 SECTIONS 4.9 and 4.10 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product Seller or any of the Purchased AssetsSeller Sub, and (ciii) except as set forth on Schedule SCHEDULE 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument material Contract binding on Seller or Seller Sub or any applicable order, writ, injunction or decree Order of any court or Governmental Authority or arbitrator to which Seller or Seller Sub is a party or by which Seller or Seller Sub is bound or to which any of its their respective Assets is subject. Neither execution of this Agreement nor consummation of the Transactions will trigger any rights of noteholders or the trustee under the Indenture, except in dated as of November 26, 2002 (the case "INDENTURE"), by and between Seller and J.P. Morgan Trust Company, National Association, or rights of subsection Seller'▇ ▇▇▇▇▇▇▇▇▇ers or the rights agent under the Amended and Restated Preferred Shares Rights Agreement, dated as of September 13, 1996, as amended through March 22, 2004 (c) abovethe "RIGHTS AGREEMENT"), for by and between Seller and Mellon Investor Services LLC, or any such breaches, defaults Contract or other occurrences that have not had, and would not reasonably be expected document related to have, individually the Indenture or in the aggregate, a Material Adverse Effect. Rights Agreement. (b) This Agreement and the Related Other Agreements have been duly executed and delivered by Sellereach of Seller and Seller Sub, and constitute the legal, valid and binding obligations of SellerSeller and Seller Sub, enforceable against Seller and Seller Sub in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Law of general application relating to or affecting creditors’ ' rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Transaction, (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 4.9 have been obtained and all the filings and notifications described in Section 4.7 4.9 have been made and any waiting periods thereunder have terminated or expired, does do not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does do not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant toindenture, any agreement mortgage, lease, loan agreement, Material Contract, Registration or other instrument agreement binding on Seller or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, except in the case of subsection (c) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Other Agreements have been duly authorized, executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective termsterms and conditions, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights, generally (the “Equitable Exceptions”). There are no agreements, options, commitments or rights generallyof any Person (other than Buyer and Parent) to purchase or otherwise acquire any of the interests of Seller in or to the Purchased Assets, except those entered into in the Ordinary Course of Business for the sale of Inventory.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Seller or any Subsidiary of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section SECTION 4.7 have been obtained and all the filings and notifications described in Section SECTION 4.7 have been made and any waiting periods thereunder have terminated or expired, does except as would not materially reasonably be expected to have a Material Adverse Effect, do not conflict with or materially violate result in violation or breach of any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule SCHEDULE 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement, including without limitation any Assigned Contracts, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller prior to the Effective Time or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, except in the case of subsection (c) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Other Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ ' rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Other Agreements by Seller, and the consummation of the transactions contemplated hereby and thereby Seller (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Seller or any Subsidiary of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does except as would not materially reasonably be expected to have a Material Adverse Effect, do not conflict with or materially violate result in violation or breach of any material Law applicable to Seller, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Schedule, does not conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any agreement, including without limitation any Assigned Contracts, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any agreement or other instrument binding on Seller prior to the Effective Time or any applicable order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject, except in the case of subsection (c) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement and the Related Other Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. (a) The execution, delivery and performance by ADMA and Buyer of this Agreement Agreement, the Other Agreements, the Equity Documents and the Related Agreements by Sellerother instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby, and the consummation of the transactions contemplated hereby Transactions, do not and thereby will not (a) are not prohibited violate, conflict with or limited by, and will not result in the breach of or a default under, under any provision of the Certificate of Incorporation or Bylaws of SellerADMA or the organizational documents of Buyer, (b) assuming that the ADMA Stockholder Approval and all of the consents, approvals, authorizations and permits described in Section 4.7 set forth on Schedule 5.3(a) have been obtained and all the applicable filings and notifications described in Section 4.7 under the HSR Act have been made and any waiting periods thereunder have terminated or expired, does not materially violate or conflict with or materially violate any material Law applicable to SellerADMA or Buyer, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Scheduleviolate, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or, other than as set forth on Schedule 5.3(a), require any notice, notice to or consent or waiver of any Person under, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant tomaterial indenture, any mortgage, lease, loan agreement, ADMA Material Contract, ADMA Registration, other material agreement or other instrument binding on Seller or any applicable orderOrder, writin each case, injunction or decree of any court or Governmental Authority or arbitrator to which Seller ADMA or Buyer is a party or by which Seller ADMA or Buyer is bound or to which any of its their respective Assets is subject, except or (d) result in the case creation or imposition of subsection any Encumbrance (cother than a Permitted Encumbrance) aboveon any of ADMA’s or Buyer’s Assets. (b) This Agreement, for any such breachesthe Other Agreements, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. This Agreement Equity Documents and the Related Agreements other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby have been duly authorized, executed and delivered by SellerADMA and Buyer, and, assuming this Agreement, the Other Agreements, the Equity Documents and the other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby constitute the legal, valid and binding obligations of Sellerthe other parties hereto and thereto, constitute the legal, valid and binding obligations of ADMA and Buyer, enforceable against Seller ADMA and Buyer in accordance with their respective termsterms and conditions, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating subject to or affecting creditors’ rights generallythe Equitable Exceptions.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Related Agreements by Seller, Other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (a) are not prohibited or limited by, do not and will not violate or contravene, do not and will not conflict with, and do not and will not result in the breach of or a default under, any provision of the Certificate of Incorporation articles or Bylaws other governing documents of Seller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 required by this Transaction have been obtained and all the filings and notifications described in Section 4.7 required by this Transaction have been made and any waiting periods thereunder have terminated or expired, does do not materially and will not conflict with any Law to which Seller is subject or materially violate any material Law applicable to Sellerby which Seller is bound, the Product or any of the Purchased Assets, and (c) except as set forth on Schedule 4.3 of the Seller Disclosure Scheduledo not and will not violate or contravene, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, (i) any Contract to which Seller is a party or result in the creation of by which Seller is bound or (ii) any Encumbrance on any of the Purchased Assets pursuant toaward, any agreement or other instrument binding on Seller or any applicable judgment, ruling, charge, order, writ, injunction or decree of any court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its Assets is subject(d) except as provided in this Agreement, except results in the case creation or imposition of subsection (c) above, for any such breaches, defaults or other occurrences that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEncumbrance on any Share of Seller. This Agreement and the Related Agreements have has been duly executed and delivered by Seller, and constitute constitutes the legal, valid and binding obligations obligation of Seller, enforceable against Seller in accordance with their respective its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.