Common use of Binding Agreement; Noncontravention Clause in Contracts

Binding Agreement; Noncontravention. Each Seller has full power and authority to execute and deliver this Agreement and the other Transaction Documents to which that Seller is a party, and to perform its obligations hereunder and thereunder. This Agreement and other Transaction Documents to which any Seller is a party each constitutes a valid and binding obligation of that Seller, enforceable in accordance with its terms. Neither the execution and the delivery of this Agreement or the other Transaction Documents to which any Seller is a party, nor the consummation of the transactions contemplated hereby or thereby, will (1) conflict with, result in a breach of, constitute a default under, result in the acceleration of, or require the payment of any amounts under, or create in any party the right to accelerate, terminate, modify or cancel or require any notice under any contract, lease, sublease, license, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other obligation to which the Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security interest upon any of its assets) or (2) violate any provision of the charter, bylaws or other organizational documents of the Company, or any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge or other restriction of any government, governmental agency or court to which the Company is subject. No notice to, filing with or authorization, consent or approval of any government or governmental agency by any of the Sellers and the Company is necessary for the consummation by the Sellers of the transactions contemplated by this Agreement and the other Transaction Documents to which any Seller is a party.