Authority; Conflicts. (a) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by the Company and each Selling Party) is the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by the Company and each Selling Party) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. (b) Except as set forth on Schedule 6.2(b), neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements by Buyer nor the consummation of any of the transactions contemplated hereby or thereby by Buyer, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer will: (i) conflict with, result in a breach of the terms, conditions or provisions of or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under or result in the creation or imposition of any Encumbrance upon any of Buyer’s assets, under (1) Buyer’s certificate of incorporation or bylaws of Buyer, (2) any note, instrument, mortgage, agreement, lease, license franchise, permit or financial obligation to which Buyer is a party or any of its assets or business is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which any of its assets or business is subject or by which Buyer is bound or (4) any Requirements of Law affecting Buyer or its assets or business, other than any such conflicts, breaches, defaults or rights that, individually or in the aggregate, would not impair the ability of Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Governmental Body.
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Authority; Conflicts. (a) Buyer Each Selling Shareholder has all requisite full power and authority to execute, deliver and perform this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Selling Shareholder has full power and authority to execute, deliver and perform each of the Ancillary Agreements to which such Selling Shareholder is a party. This Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming to which such Selling Shareholder is a party constitute the valid authorization, execution and delivery of this Agreement by the Company and each Selling Party) is the legal, valid and binding obligation obligations of Buyer each such Selling Shareholder, enforceable in accordance with its their respective terms, except to the extent that such enforceability in each case is subject to bankruptcy, insolvency, reorganization, moratorium, and each similar laws of the Buyer Ancillary Agreements has been duly authorized by Buyer general application relating to or affecting creditors' rights and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by the Company and each Selling Party) a legal, valid and binding obligation of Buyer enforceable in accordance with its termsto general equity principles.
(b) Except as set forth on in Schedule 6.2(b)5.4, neither none of the execution and delivery by each Selling Shareholder of this Agreement, the execution and delivery by each Selling Shareholder of any Ancillary Agreement to which such Selling Shareholder is a party or any of the Buyer Ancillary Agreements by Buyer nor the consummation by each Selling Shareholder of any of the transactions contemplated hereby or thereby by Buyerthereby, nor compliance with by each Selling Shareholder with, or fulfillment of by each Selling Shareholder of, the terms, conditions and provisions hereof or thereof by Buyer will:
(i) conflict withassuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 5.4(b)(ii), result in a violation or breach of the terms, conditions or provisions of of, or constitute a default, an event of default or an event creating rights of acceleration, termination termination, purchase or cancellation sale, or a loss of rights under or under, result in the creation or imposition of any Encumbrance upon a Selling Shareholder or any of Buyer’s assetsthe Shares or any of the assets or properties of a Selling Shareholder or any of the Companies, under (1) Buyer’s certificate the Organizational Documents of incorporation a Selling Shareholder (except for such Selling Shareholders who are individuals) or bylaws any of Buyerthe Companies, (2) any noteof the Material Contracts, instrument, mortgage, agreement, lease, license franchise, permit or financial obligation (3) any other Contract to which Buyer a Selling Shareholder or any of the Companies is a party or by which a Selling Shareholder or any of its assets or business is subject or by which Buyer the Companies is bound, (34) any Court Order to which Buyer a Selling Shareholder or any of the Companies is a party or by which a Selling Shareholder or any of its assets or business is subject or by which Buyer the Companies is bound or (45) any Requirements of Law affecting Buyer a Selling Shareholder or its assets or businessany of the Companies, other than than, in the case of clauses (2), (3), (4) and (5) above, any such conflictsviolations, breaches, defaults defaults, rights, loss of rights or rights that, individually or in the aggregate, Encumbrances that would not impair reasonably be expected to have a Material Adverse Effect on the ability of Buyer to perform its obligations hereunder Subsidiaries or would not prevent or materially delay the consummation of any of the transactions contemplated hereby; , or
(ii) require the approval, consent, authorization or act of, notice to, or the making by Buyer a Selling Shareholder or any of the Companies of any declaration, filing or registration with, any Governmental BodyAdministrative Authority, except (1) in connection, or in compliance, with the provisions of the HSR Act, (2) the FERC 203 and 204 Approval and any applications therefor and other filings in connection therewith, and (3) such approvals, consents, authorizations, notices, declarations, filings or registrations the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect on the Subsidiaries or would not prevent or materially delay the consummation of any of the transactions contemplated hereby.
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