Authorization; No Breach; Valid and Binding Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions have been duly and validly authorized by all requisite corporate or organizational action on the part of Purchaser and Merger Sub, and no other proceedings on the part of Purchaser or Merger Sub are necessary to authorize the execution, delivery or performance of this Agreement. The execution, delivery and performance of this Agreement by Purchaser and Merger Sub and the consummation by Purchaser and Merger Sub of the Transactions will not (a) conflict with, constitute a default under, result in a breach or violation of, (i) the provisions of Purchaser’s or Merger Sub’s certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational documents, or (ii) the provision of any Law or Governmental Order applicable to Purchaser or any of its Subsidiaries; (b) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Purchaser or Merger Sub is a party or by which either of them is bound or to which any of their properties and assets are subject or any Permit affecting the properties, assets or business of Purchaser or Merger Sub; or (c) result in the creation or imposition of any Lien (other than Permitted Liens) upon any properties or assets of Purchaser or Merger Sub, in each case, other than with respect to (a)(i), except to the extent such conflict, default, violation, breach or Lien would not be material. This Agreement has been duly executed and delivered by Purchaser and Merger Sub and, assuming that this Agreement is a valid and binding obligation of the Company, constitutes a valid and binding obligation of Purchaser and Merger Sub, 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 (regardless of whether considered in a proceeding in equity or at law).
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all requisite corporate action, and, subject to obtaining the Shareholder Approval, no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement.
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 execution, delivery and performance of this Agreement the Related Documents by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action, and no other proceedings on the part of the Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or any Related Document.
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. 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 limited liability company action, and no other limited liability company proceedings on its part 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 does not, and the consummation of the transactions contemplated hereby will not, conflict with or result in any material breach of, constitute a material default under, result in a material violation of, give rise to a right of termination under, result in the creation of any material Lien upon any material assets of the Company or its Subsidiaries under, or require any material authorization, consent, approval, exemption or other action by or notice to any court or other Governmental Entity under, the provisions of the Company’s or its Subsidiaries’ certificates or articles of formation or incorporation or bylaws or similar organizational documents or any material indenture, mortgage, lease, loan agreement or other agreement or instrument to which the Company or its Subsidiaries is bound, or any Law to which the Company or its Subsidiaries is subject. Assuming that this Agreement is a valid and binding obligation of the Purchaser, this Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights generally and general principles of equity affecting the availability of specific performance and other equitable remedies.
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company is a party, and the consummation of the transactions contemplated hereby or thereby, have been duly and validly authorized by all requisite corporate action, and no other corporate act or proceeding on the part of the Company is necessary to authorize the execution, delivery, or performance of this Agreement and the other agreements contemplated hereby to which the Company is a party, or the consummation of the transactions contemplated hereby or thereby.
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by the Company of this Agreement and the Company Entities of the Ancillary Agreements to which any Company Entity is a party and the consummation by the Company Entities of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or limited partnership action, as the case may be, of such Company Entity (including any action by the board of directors or owners of the Company Entities), and no other corporate or limited partnership proceedings on the part of the Company Entities are necessary to authorize the execution, delivery or performance by the Company of this Agreement and by the Company Entities of the Ancillary Agreements to which a Company Entity is a party.
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby been duly and validly authorized by all requisite limited liability company action of Seller (including any action by the board of managers or owners of Seller), and no other proceedings on the part of Seller are necessary to authorize the execution, delivery or performance by Seller of this Agreement and the Ancillary Agreements to which it is a party.
Authorization; No Breach; Valid and Binding Agreement. (a) The execution, delivery and performance by such Purchaser of this Agreement and the Ancillary Agreements to which such Purchaser is a party and the consummation by such Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate or limited liability company, as applicable, action of such Purchaser, and no other proceedings on the part of such Purchaser are necessary to authorize the execution, delivery or performance by such Purchaser of this Agreement and the Ancillary Agreements to which such Purchaser is a party.
