Common use of Authorization; Non-Contravention Clause in Contracts

Authorization; Non-Contravention. (a) Obligor has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Obligor of this Agreement and all other instruments and agreements to be delivered by Obligor as contemplated hereby, the consummation by it of the transactions contemplated hereby and the performance of its obligations hereunder have been duly authorized and approved by the board of directors of Obligor. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor as contemplated hereby will be, duly executed and delivered by Obligor. Assuming that this Agreement constitutes valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor enforceable against Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, and all other instruments and agreements to be delivered by Obligor as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Obligor, as amended to the date of this Agreement, (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor is a party or by which Obligor or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Obligor or by which any of its properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Assignor has the requisite corporate power and authority and has taken all corporate or other limited liability company action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Assignor as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Assignor of this Agreement and all other instruments and agreements to be delivered by Obligor Assignor as contemplated hereby, the consummation by it Assignor of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been been, and in the case of documents required to be delivered at Closing will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Assignor as contemplated hereby and thereby will be, duly executed and delivered by ObligorAssignor. Assuming that this This Agreement constitutes valid and binding obligations of Beneficiary, this Agreement constitutes the a valid and binding obligation of Obligor, Assignor enforceable against Obligor Assignor in accordance with its terms, except as such enforcement to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor enforceable against Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by to general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Assignor as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate of incorporation formation or by-laws or equivalent charter documents limited liability company agreement of Obligor, as amended to the date of this AgreementAssignor, (ii) create any Lien upon any of the properties or assets of Assignor, (iii) with or without notice, lapse of time (or both), conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract contract or other instrument to which Obligor Assignor is a party or by which Obligor or any of its properties or assets are bound bound, or (iiiiv) contravene any Law or any Order Judgment applicable to Obligor Assignor or by which any of its properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Assignee has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Assignee as contemplated hereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Assignee of this Agreement and all other instruments and agreements to be delivered by Obligor Assignee as contemplated hereby, the consummation by it Assignee of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been been, and in the case of documents required to be delivered at Closing will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Assignee as contemplated hereby will be, duly executed and delivered by ObligorAssignee. Assuming that this This Agreement constitutes valid and binding obligations of Beneficiary, this Agreement constitutes the a valid and binding obligation of Obligor, Assignee enforceable against Obligor Assignee in accordance with its terms, except as such enforcement to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor enforceable against Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by to general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Assignee as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter formation and governance documents of Obligor, as amended to the date of this Agreement, Assignee or (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor is a party or by which Obligor or any of its properties or assets are bound or (iii) contravene any Law or any Order Judgment applicable to Obligor or by which any of its properties or assets are boundAssignee.

Authorization; Non-Contravention. (a) Obligor Each Seller and the Company has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor each such Seller and/or the Company, as applicable, as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Seller and the Company of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor each such Seller and/or the Company, as applicable, as contemplated herebyhereby and thereby, the consummation by it each Seller and the Company of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor each Seller and the Company as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Seller and/or the Company, as applicable. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary each Seller and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor the Company enforceable against Obligor each Seller and the Company in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlessuch Seller and the Company as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of each Seller and the Company enforceable against each Seller and the Company in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Sellers and the Company as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, except, in the case of clauses (iii)-(iv) below, to the extent that would not be material to the Subject Companies (i) conflict with any of the provisions of the certificate articles of incorporation incorporation, bylaws, trust agreement or by-laws or other equivalent charter documents of Obligor, as amended to a Seller or any of the date of this Agreement, Subject Companies; (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of a Seller or the Subject Companies; (iii) conflict with or result in a breach of, or constitute a default under, or or, other than as provided in Section 3.2(b) of the Sellers Disclosure Letter, result in the acceleration of any obligation or loss of any benefits under, any material Contract Company Contract, Company Permit or other instrument to which Obligor a Seller or any of the Subject Companies is a party or by which Obligor or any of its properties property or assets asset are bound bound; or (iiiiv) subject to (A) the applicable Antitrust Laws and (B) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.2(b) of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Obligor any Seller, any Subject Company or by which any of its properties or assets of a Seller or any Subject Company are bound.

Authorization; Non-Contravention. (a) Obligor Beneficiary has the requisite corporate limited liability company power and authority and has taken all corporate or limited liability company and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Obligor Beneficiary of this Agreement and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby, the consummation by it Beneficiary of the transactions contemplated hereby and the performance of its obligations hereunder have been duly authorized and approved by the board of directors of Obligorall necessary limited liability company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Beneficiary as contemplated hereby will be, duly executed and delivered by ObligorBeneficiary. Assuming that this Agreement constitutes valid and binding obligations of BeneficiaryObligor, this Agreement constitutes the valid and binding obligation of Obligor, Beneficiary enforceable against Obligor Beneficiary in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby constitute valid and binding obligations of Beneficiary Obligor and each other Person (other than ObligorBeneficiary and its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Beneficiary enforceable against Obligor Beneficiary in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Obligor, Beneficiary as amended to the date of this Agreement, (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor is a party or by which Obligor Beneficiary or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Obligor Beneficiary or by which any of its properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Each Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor each Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchasers as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its their obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligoreach Purchaser. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor Purchasers as contemplated hereby and thereby will be, duly executed and delivered by Obligoreach Purchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Sellers and each other Person (other than ObligorPurchasers) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor each Purchaser, enforceable against Obligor each Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchasers as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchasers) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchasers in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Purchasers as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Obligoreach Purchaser, as amended to the date of this Agreement, ; (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor each Purchaser is a party or by which Obligor each Purchaser or any of its properties or assets are bound is bound; or (iii) subject to (A) the applicable Antitrust Laws and (B) the approval of the board of directors of each Purchaser, contravene any Law or any Order applicable to Obligor Purchasers or by which any of its their properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Each Shareholder and Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Shareholder and Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Shareholder and Seller of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Shareholder and Seller as contemplated herebyhereby and thereby, the consummation by it such Shareholder and Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor each Shareholder and Seller as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Shareholder and Seller. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary each Shareholder and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor such Shareholder and Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principleseach Shareholder and Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Shareholder and Seller enforceable against such Shareholder and Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor each Shareholder and Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, except, in the case of clauses (ii)-(iv) below, to the extent that would not be material to the Subject Companies (i) conflict with any of the provisions of the certificate articles of incorporation incorporation, bylaws, trust agreement or by-laws or other equivalent charter documents of Obligorsuch Shareholder, as amended to the date Seller or any of this Agreement, the Subject Companies; (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of such Shareholder, the Seller or the Subject Companies; (iii) conflict with or result in a breach of, or constitute a default under, or or, other than as provided in Section 3.2(b) of the Seller’s Disclosure Letter, result in the acceleration of any obligation or loss of any benefits under, any material Contract Company Contract, Company Permit or other instrument to which Obligor such Shareholder, the Seller or any of the Subject Companies is a party or by which Obligor or any of its properties property or assets are bound bound; or (iiiiv) subject to (A) the applicable Antitrust Laws and (B) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.2(b) of the Seller’s Disclosure Letter, contravene any Law or any Order applicable to Obligor such Shareholder, the Seller, any Subject Company or by which any of its properties or assets of such Shareholder, the Seller or any Subject Company are bound.

Authorization; Non-Contravention. (a) Obligor Each of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its their obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligor▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor Purchaser as contemplated hereby and thereby will be, duly executed and delivered by Obligor▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach Shareholder, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Seller and each other Person (other than Obligor▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser, enforceable against Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchaser as contemplated hereby and thereby constitute legal, valid and binding obligations of the Shareholders, the Seller and each other Person (other than ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser enforceable against ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Obligor▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ or Purchaser, as amended to the date of this Agreement, ; (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ or Purchaser is a party or by which Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ or Purchaser or any of its properties or assets are bound is bound; or (iii) subject to (A) the applicable Antitrust Laws and (B) the approval of the board of directors of ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser, contravene any Law or any Order applicable to Obligor ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ and Purchaser or by which any of its their properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Such Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor such Seller of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, the consummation by it such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor such Seller as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Seller. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlessuch Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, except, in the case of clauses (ii)-(iv) below, to the extent that would not be material to the Subject Companies (i) conflict with any of the provisions of the certificate articles of incorporation incorporation, bylaws, trust agreement or by-laws or other equivalent charter documents of Obligor, as amended to such Seller or any of the date of this Agreement, Subject Companies; (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of such Seller or the Subject Companies; (iii) conflict with or result in a breach of, or constitute a default under, or or, other than as provided in Section 3.2(b) of the Sellers Disclosure Letter, result in the acceleration of any obligation or loss of any benefits under, any material Contract Company Contract, Company Permit or other instrument to which Obligor such Seller or any of the Subject Companies is a party or by which Obligor or any of its properties property or assets asset are bound bound; or (iiiiv) subject to (A) the applicable Antitrust Laws and (B) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.2(b) of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Obligor such Seller, any Subject Company or by which any of its properties or assets of such Seller or any Subject Company are bound.

Authorization; Non-Contravention. (a) The Purchaser and the Joint Obligor each has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by the Purchaser and the Joint Obligor as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Purchaser and the Joint Obligor of this Agreement and all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of the Purchaser and the Joint Obligor. This Agreement has been, and all other instruments and agreements to be executed and delivered by Purchaser or the Joint Obligor as contemplated hereby and thereby will be, duly executed and delivered by the Purchaser and the Joint Obligor. Assuming that this Agreement constitutes legal, valid and binding obligations of BeneficiarySeller and each other Person (other than Purchaser and the Joint Obligor) party thereto, this Agreement constitutes the legal, valid and binding obligation obligations of the Purchaser and the Joint Obligor, enforceable against the Purchaser and the Joint Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated hereby and thereby constitute legal, valid and binding obligations of Beneficiary Seller and each other Person (other than Purchaser and the Joint Obligor) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser and the Joint Obligor enforceable against Purchaser and the Joint Obligor in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesgenerally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Purchaser or the Joint Obligor as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate articles of incorporation or by-laws of the Purchaser or equivalent charter documents of the Joint Obligor, as amended to the date of this Agreement, ; (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor the Purchaser is a party or by which the Purchaser or the Joint Obligor or any of its respective properties or assets are bound is bound; or (iii) require any additional approval of the board of directors of the Purchaser or the Joint Obligor nor the approval of any shareholders meeting or other corporate body of the Purchaser or the Joint Obligor, or contravene any Law or any Order applicable to Purchaser or the Joint Obligor or by which any of its properties or assets are bound, (iv) create any Lien upon any of the properties or assets of such Purchaser or the Target Companies.

Authorization; Non-Contravention. (a) Obligor Each Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor each Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchasers as contemplated herebyhereby and thereby, the consummation by it them of the transactions contemplated hereby and thereby and the performance of its their obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligoreach Purchaser. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor Purchasers as contemplated hereby and thereby will be, duly executed and delivered by Obligoreach Purchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Sellers and each other Person (other than ObligorPurchasers) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor each Purchaser, enforceable against Obligor each Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchasers as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchasers) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchasers in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Purchasers as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Obligoreach Purchaser, as amended to the date of this Agreement, ; (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor each Purchaser is a party or by which Obligor each Purchaser or any of its properties or assets are bound is bound; or (iii) subject to (A) the applicable Antitrust Laws and (B) the approval of the board of directors of each Purchaser, contravene any Law or any Order applicable to Obligor Purchasers or by which any of its their properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Seller has the requisite corporate limited liability company power and authority and has taken all corporate or limited liability and other action necessary to execute and deliver this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Seller of this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, the consummation by it Seller of the transactions contemplated hereby and thereunder and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of Obligorall necessary limited liability company or other action. This Agreement has and the Undertaking have been, and all other instruments and agreements to be executed and delivered by Obligor Seller as contemplated hereby and thereby will be, duly executed and delivered by ObligorSeller. Assuming that this Agreement constitutes and the Undertaking constitute valid and binding obligations of BeneficiaryPurchaser, this Agreement constitutes and the Undertaking constitute valid and binding obligation obligations of Obligor, Seller enforceable against Obligor Seller in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Seller as contemplated hereby constitute valid and binding obligations of Beneficiary Purchaser and each other Person (other than ObligorSeller and its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, and all other instruments and agreements to be delivered by Obligor Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, not (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of ObligorSeller, the Company or any of its Subsidiaries, in each case as amended to the date of this Agreement, (ii) conflict with or result in a breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor Seller, the Company or any of its Subsidiaries is a party or by which Obligor or any of its their respective properties or assets are bound or under any material Contract, or (iii) contravene any Law or any Order applicable to Obligor Seller, the Company or any of its Subsidiaries or by which any of its their respective properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Purchaser of this Agreement Agreement, the Undertaking and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, the consummation by it Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of ObligorPurchaser. This Agreement has and the Undertaking have been, and all other instruments and agreements to be executed and delivered by Obligor Purchaser as contemplated hereby and thereby will be, duly executed and delivered by ObligorPurchaser. Assuming that this Agreement constitutes and the Undertaking constitute valid and binding obligations of BeneficiarySeller, this Agreement constitutes and the Undertaking constitute valid and binding obligation obligations of ObligorPurchaser, enforceable against Obligor Purchaser in accordance with its their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Purchaser as contemplated hereby constitute valid and binding obligations of Beneficiary Seller and each other Person (other than ObligorPurchaser) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Purchaser enforceable against Obligor Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of ObligorPurchaser, as amended to the date of this Agreement, (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor Purchaser is a party or by which Obligor Purchaser or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Obligor Purchaser or by which any of its properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Such Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor such Seller of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated herebyhereby and thereby, the consummation by it such Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has and the Escrow Agreement have been, and all other instruments and agreements to be executed and delivered by Obligor such Seller as contemplated hereby and thereby will be, duly executed and delivered by Obligorsuch Seller. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes and the valid and binding obligation of ObligorEscrow Agreement constitute legal, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Seller enforceable against Obligor such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ ' rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlessuch Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of each other party hereto, such instruments and agreements will constitute legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor such Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, except, in the case of clauses (ii)-(iv) below, to the extent that would not be material to the Subject Companies (i) conflict with any of the provisions of the certificate articles of incorporation incorporation, bylaws, trust agreement or by-laws or other equivalent charter documents of Obligor, as amended to such Seller or any of the date of this Agreement, Subject Companies; (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of such Seller or the Subject Companies; (iii) conflict with or result in a breach of, or constitute a default under, or or, other than as provided in Section 3.2(b) of the Sellers Disclosure Letter, result in the acceleration of any obligation or loss of any benefits under, any material Contract Company Contract, Company Permit or other instrument to which Obligor such Seller or any of the Subject Companies is a party or by which Obligor or any of its properties property or assets asset are bound bound; or (iiiiv) subject to (A) the applicable Antitrust Laws and (B) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.2(b) of the Sellers Disclosure Letter, contravene any Law or any Order applicable to Obligor such Seller, any Subject Company or by which any of its properties or assets of such Seller or any Subject Company are bound.

Authorization; Non-Contravention. (a) Obligor Seller has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Seller of this Agreement and all other instruments and agreements to be delivered by Obligor Seller as contemplated herebyhereby and thereby, the consummation by it Seller of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been (except for the authorization of CIE’s shareholders meeting which must be obtained on or before Closing) and, in the case of documents required to be delivered at Closing, will be, duly authorized and approved by the board of directors of Obligorapproved. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Seller as contemplated hereby and thereby will be, duly executed and delivered by ObligorSeller. Assuming that this Agreement constitutes legal, valid and binding obligations of Beneficiaryeach other party hereto, this Agreement constitutes the legal, valid and binding obligation obligations of Obligor, Seller enforceable against Obligor Seller in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Seller as contemplated hereby and thereby constitute legal, valid and binding obligations of Beneficiary and each other Person (other than Obligor) party theretohereto, such instruments and agreements will constitute legal, valid and binding obligations of Obligor Seller enforceable against Obligor Seller in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principlesgenerally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Seller as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, except, in the case of clauses (ii)-(iv) below, to the extent that would not be material to the Target Companies (i) conflict with any of the provisions of the certificate articles of incorporation incorporation, bylaws, trust agreement or by-laws or other equivalent charter documents of Obligor, as amended to Seller or any of the date of this Agreement, Target Companies; (ii) create any Lien (other than Permitted Liens) upon any of the properties or assets of such Target Companies; (iii) conflict with or result in a breach of, or constitute a default under, or or, other than as provided in Section 3.2(b) of the Seller Disclosure Letter, result in the acceleration of any obligation or loss of any benefits under, any material Contract Target Company Contract, Target Company Permit or other instrument to which Obligor such Target Companies is a party or by which Obligor or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Obligor or by which any of its properties or assets are bound; or (iv) subject to (A) the applicable Antitrust Laws and (B) receipt of the consents, approvals, authorizations, declarations, filings and notices referred to in Section 3.2(b) of the Seller Disclosure Letter, contravene any Law or any Order applicable to Seller, any of the Target Companies or by which any properties or assets of Seller or any of the Target Companies are bound.

Authorization; Non-Contravention. (ai) Obligor Each Seller has the requisite full corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement and all other instruments and agreements each Seller Ancillary Agreement to be delivered by Obligor as contemplated hereby, to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor each Seller of this Agreement and all other instruments each Seller Ancillary Agreement and agreements to be delivered by Obligor as contemplated hereby, the consummation by it Sellers of the transactions contemplated hereby and the performance of its obligations hereunder thereby have been duly authorized by all necessary corporate action on the part of each Seller and approved by no other corporate action on the board part of directors any Seller is necessary to authorize the execution and delivery of Obligorthis Agreement and the Seller Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has beenAgreement, assuming the due authorization, execution and all other instruments and agreements to be executed and delivered delivery by Obligor as contemplated hereby will beBuyer, duly executed and delivered by Obligor. Assuming that this Agreement constitutes valid and binding obligations of Beneficiary, this Agreement constitutes the a valid and binding obligation of Obligor, each Seller enforceable against Obligor it in accordance with its terms, except as such enforcement to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generallygenerally and subject to general principles of equity. The Seller Ancillary Agreements, when executed and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary and each other Person (other than Obligor) party theretoat the Closing, such instruments and agreements will constitute valid and binding obligations of Obligor each Seller party thereto enforceable against Obligor it in accordance with their terms, except as such enforcement to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting the enforcement of creditors’ rights generally and by subject to general equitable principlesprinciples of equity. (bii) LLC has full power and authority to execute and deliver this Agreement and each LLC Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by LLC of this Agreement and each LLC Ancillary Agreement and the consummation by LLC of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LLC and no other action on the part of LLC is necessary to authorize the execution and delivery of this Agreement, Agreement and the Undertaking, and all other instruments and agreements to be delivered by Obligor as contemplated hereby do not, LLC Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby thereby. This Agreement, assuming the due authorization, execution and delivery by Buyer, constitutes a valid and binding obligation of LLC enforceable against it in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. The LLC Ancillary Agreements, when executed and delivered at the Closing, will notconstitute valid and binding obligations of LLC enforceable against it in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity. (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of Obligor, as amended to the date The execution and delivery of this AgreementAgreement and the Seller Ancillary Agreements by each Seller does not, and the performance of this Agreement and the Seller Ancillary Agreements by each Seller will not: (iiA) conflict with or violate the VeriSign Charter Documents or the Subsidiary Charter Documents, as applicable; (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Sellers or by which Sellers of their respective properties are bound; or (C) result in any breach of, of or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation of any Assigned Agreement or result in the acceleration creation of a Lien on any obligation of the Registrar Assets except, in the case of clauses (B) and (C), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. Section 3.3(b) of the Disclosure Letter lists all consents, waivers and approvals under any Assigned Agreements or other Registrar Assets that are required to be obtained in connection with the consummation of the transactions contemplated hereby or by the Ancillary Agreements, which, if individually or in the aggregate are not obtained, would result in a material loss of benefits to Buyer or LLC with respect to the Registrar Business. (ii) The execution and delivery of this Agreement and the LLC Ancillary Agreements by LLC does not, and the performance of this Agreement and the LLC Ancillary Agreements by LLC will not: (A) conflict with or violate the Certificate of Formation or LLC Agreement of LLC, as applicable; or (B) subject to compliance with the requirements set forth in Section 3.3(c), conflict with or violate any benefits underlaw, any material Contract rule, regulation, order, judgment or other instrument decree applicable to which Obligor is a party LLC or by which Obligor or any LLC of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Obligor or by which any of its properties or assets are bound; except, in the case of clause (B), for such conflicts, violations, breaches, defaults, or rights which would not have a Material Adverse Effect on the Registrar Business and would not prevent the consummation of the transactions contemplated hereby or under the Ancillary Agreements. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency, commission or other governmental authority or instrumentality (a “Governmental Entity”), ICANN or other Person, is required to be obtained or made by Sellers in connection with the execution and delivery of this Agreement or the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for: (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws and the HSR Act; and (ii) such other consents, approvals, orders, authorizations, registrations, declarations or filings, which if not obtained or made would not reasonably be expected to have a Material Adverse Effect on the Registrar Business and would not have a material adverse effect on the ability of the parties hereto to consummate the transactions contemplated hereby and by the Ancillary Agreements.

Authorization; Non-Contravention. (a) Obligor Purchaser has the requisite corporate power and authority and has taken all corporate or other action necessary to execute and deliver this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Obligor Purchaser of this Agreement, the Escrow Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated herebyhereby and thereby, the consummation by it Purchaser of the transactions contemplated hereby and thereby and the performance of its obligations hereunder and thereunder have been duly authorized and approved by the board of directors of ObligorPurchaser. This Agreement and the Escrow Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Purchaser as contemplated hereby and thereby will be, duly executed and delivered by ObligorPurchaser. Assuming that this Agreement constitutes and the Escrow Agreement constitute legal, valid and binding obligations of Beneficiary, this Agreement constitutes the valid and binding obligation of Obligor, enforceable against Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor as contemplated hereby constitute valid and binding obligations of Beneficiary Sellers and each other Person (other than ObligorPurchaser) party thereto, such instruments this Agreement and agreements will the Escrow Agreement constitute legal, valid and binding obligations of Obligor Purchaser, enforceable against Obligor Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally generally. Assuming that all other instruments and agreements to be delivered by general equitable principlesPurchaser as contemplated hereby and thereby constitute legal, valid and binding obligations of Sellers and each other Person (other than Purchaser) party thereto, such instruments and agreements will constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally. (b) The execution and delivery of this Agreement, the Undertaking, Agreement and all other instruments and agreements to be delivered by Obligor Purchaser as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of ObligorPurchaser, as amended to the date of this Agreement, ; (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor Purchaser is a party or by which Obligor Purchaser or any of its properties or assets are bound is bound; or (iii) subject to (A) the applicable Antitrust Laws and (B) the approval of the board of directors of Purchaser, contravene any Law or any Order applicable to Obligor Purchaser or by which any of its properties or assets are bound.

Authorization; Non-Contravention. (a) Obligor Beneficiary has the requisite corporate limited liability company power and authority and has taken all corporate or limited liability company and other action necessary to execute and deliver this Agreement and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Obligor Beneficiary of this Agreement and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby, the consummation by it Beneficiary of the transactions contemplated hereby and the performance of its obligations hereunder have been duly authorized and approved by the board of directors of Obligorall necessary limited liability company or other action. This Agreement has been, and all other instruments and agreements to be executed and delivered by Obligor Beneficiary as contemplated hereby will be, duly executed and delivered by ObligorBeneficiary. Assuming that this Agreement constitutes valid and binding obligations of BeneficiaryObligor, this Agreement constitutes the valid and binding obligation of Obligor, Beneficiary enforceable against Obligor Beneficiary in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles. Assuming that all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby constitute valid and binding obligations of Beneficiary Obligor and each other Person (other than ObligorBeneficiary and its Subsidiaries) party thereto, such instruments and agreements will constitute valid and binding obligations of Obligor Beneficiary enforceable against Obligor Beneficiary in accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. (b) The execution and delivery of this Agreement, the Undertaking, and all other instruments and agreements to be delivered by Obligor Beneficiary as contemplated hereby do not, and the consummation of the transactions contemplated hereby and thereby will not, (i) conflict with any of the provisions of the certificate of incorporation or by-laws or equivalent charter documents of ObligorBeneficiary, as amended to the date of this Agreement, (ii) conflict with or result in breach of, or constitute a default under, or result in the acceleration of any obligation or loss of any benefits under, any material Contract or other instrument to which Obligor is a party or by which Obligor Beneficiary or any of its properties or assets are bound or (iii) contravene any Law or any Order applicable to Obligor Beneficiary or by which any of its properties or assets are bound.