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 Company is a party have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, its board of directors or shareholders 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 the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall constitute a valid and binding obligation of the Company, enforceable against it in accordance with their terms. Except as set forth on Schedule 5.2, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company 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 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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company's or any of its Subsidiaries' articles of incorporation, bylaws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have terminated all discussions with other Persons (other than with the Purchaser and its Affiliates) regarding any Company Transaction.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which the Company any Seller is a party have has been duly authorized by the Companysuch Seller, and no other corporate act or other proceeding on the part of the Company, any Seller or its board of directors or shareholders 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 Company Sellers and constitutes a valid and binding obligation of each of the CompanySellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company any Seller is a party, when executed and delivered by the CompanySeller, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Companysuch Person, enforceable against it in accordance with their its respective terms. Except as set forth on Schedule 5.2the RESTRICTIONS SCHEDULE, the execution and delivery by the Company Sellers of this Agreement and all of the Transactions Documents other agreements and instruments contemplated hereby to which such Seller is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do such Seller does 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 Company's capital stock or assets any Purchased 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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Companyto, any Seller's or any of its Subsidiaries' articles of incorporationcharter documents, bylaws by-laws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries Seller is subject. Without limiting the generality None of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries Sellers is a party to or bound by any written or oral agreement or understanding with respect to a Company Transaction other than this Agreementthe sale or disposition of any of the Purchased Assets, and the Company and its Subsidiaries have each such Person has terminated all discussions with other Persons third parties (other than with the Purchaser Buyer and its Affiliates) regarding the sale or disposition of any Company Transactionof the Purchased Assets.

Authorization; Noncontravention. 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 have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, its board of directors or shareholders Company 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 the Company and Sellers and constitutes a valid and binding obligation of the CompanyCompany and Sellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the CompanyCompany or such Seller(s), as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Companysuch Person, enforceable against it in accordance with their its respective terms. Except as set forth on Schedule 5.2the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company and Sellers of this Agreement and all of the Transactions Documents other agreements and instruments contemplated hereby to which the Company or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the 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 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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to to, the Company's or any of its Subsidiaries' articles of incorporation, bylaws or other similar constituent organizational documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries Seller is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have each such Person has terminated all discussions with other Persons third parties (other than with the Purchaser Buyer and its Affiliates) regarding any Company TransactionTransactions.

Authorization; Noncontravention. 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 have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, Company or its board of directors or shareholders 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 Company and Sellers and constitutes a valid and binding obligation of each of the CompanyCompany and Sellers, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company or any Seller is a party, when executed and delivered by the CompanyCompany or such Seller, as applicable, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Companysuch Person, enforceable against it in accordance with their its respective terms. Except as set forth on Schedule 5.2the attached RESTRICTIONS SCHEDULE, the execution and delivery by the Company and Sellers of this Agreement and all of the Transactions Documents other agreements and instruments contemplated hereby to which the Company or any Seller(s) is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the 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 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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to to, the Company's or any of its Subsidiaries' articles of incorporationcharter documents, bylaws by-laws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries Seller is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries Seller is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have each such Person has terminated all discussions with other Persons third parties (other than with the Purchaser Buyer and its Affiliates) regarding any Company TransactionSeller Transactions.

Authorization; Noncontravention. 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 have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, its board of directors or shareholders 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 the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable against it in accordance with their its respective terms. Except as set forth on Schedule 5.24.2, the execution and delivery by the Company of this Agreement and all of the Transactions Documents other agreements and instruments contemplated hereby to which the Company is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company 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 Company's ’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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company's ’s or any of its Subsidiaries' articles of incorporation, bylaws or other similar ’ constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any material agreement, material instrument, material license, permitmaterial Permit, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have terminated all discussions with other Persons (other than with the Purchaser and its Affiliates) regarding any Company Transaction.

Authorization; Noncontravention. 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 have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, its board of directors or shareholders 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 the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable against it in accordance with their its respective terms. Except as set forth on Schedule 5.24.2, the execution and delivery by the Company of this Agreement and all of the Transactions Documents other agreements and instruments contemplated hereby to which the Company is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company 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 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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company's or any of its Subsidiaries' articles of incorporation, bylaws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any material agreement, material instrument, material license, permitmaterial Permit, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have terminated all discussions with other Persons (other than with the Purchaser and its Affiliates) regarding any Company Transaction.

Authorization; Noncontravention. 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 have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, its board of directors or shareholders 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 the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall constitute a valid and binding obligation of the Company, enforceable against it in accordance with their terms. Except as set forth on Schedule 5.2, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company 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 Company's ’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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company's ’s or any of its Subsidiaries' ’ articles of incorporation, bylaws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have terminated all discussions with other Persons (other than with the Purchaser and its Affiliates) regarding any Company Transaction.

Authorization; Noncontravention. The execution, delivery and performance of this Agreement Agreement, the other Transaction Documents, and all of the other agreements and instruments contemplated hereby to which the Company is a party have been duly authorized by the Company, and no other corporate act or other proceeding on the part of the Company, its board of directors Company or shareholders the Board is necessary to authorize the execution, delivery or performance of this Agreement Agreement, the other Transaction Documents, 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 the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, and each of the other Transaction Documents and other agreements and instruments contemplated hereby to which the Company is a party, when executed and delivered by the Company, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of the Company, enforceable against it in accordance with their its respective terms. Except as set forth on Schedule 5.2, the The execution and delivery by the Company of this Agreement, the Transactions Documents other Transaction Documents, and all of the other agreements and instruments contemplated hereby to which the Company is a party and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and shall not (ai) conflict with or result in a breach of the terms, conditions or provisions of, (bii) constitute a default under (whether with or without the passage of time, the giving of notice or both), (ciii) result in the creation of any Lien upon the Company's or any of its Subsidiaries' capital stock or equity securities, as applicable, or assets pursuant to, (div) give any third party the right to modify, terminate or accelerate any obligation underunder (whether or not dependent upon additional criteria), (ev) result in a violation of, or (fvi) 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 (other than with respect to applicable exemptions under applicable securities laws) pursuant to the Company's or any of its Subsidiaries' articles charter documents, bylaws, operating agreement, including the Certificate of incorporationIncorporation, bylaws or other similar constituent documents, or any law, statute, rule or regulation to which the Company or any of its Subsidiaries is subject, or any agreement, instrument, license, permit, order, judgment or decree to which the Company or any of its Subsidiaries is subject. Without limiting the generality of the foregoing, the execution and delivery by the Company of the Transactions Documents and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not require any authorization, consent, approval, exemption or other action of or by or notice or declaration to, or filing with any domestic or foreign governmental body or agency responsible for the enforcement of competition, antitrust or pre-merger notification laws. Neither the Company nor any of its Subsidiaries 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 the Company and its Subsidiaries have terminated all discussions with other Persons (other than with the Purchaser and its Affiliates) regarding any Company Transaction.