Common use of Due Authorization; Binding Obligation Clause in Contracts

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements have been duly authorized by all necessary corporate and shareholder action on the part of the Seller and the Shareholders. This Agreement and the other agreements contemplated by this Agreement have been duly executed and delivered by the Seller and the Shareholders and are the valid and binding obligations of the Seller and the Shareholders enforceable in accordance with their respective terms, subject as to enforceability only to bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (a) conflict with or violate any provision of the Articles of Incorporation or Bylaws of the Seller, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), of any law, ordinance or regulation or any decree, judgment, injunction or order of any court, arbitrator or administrative or other governmental body which is either applicable to, binding upon or enforceable against, the Seller or the Subject Assets; (b) except for the Consents, violate, conflict with or result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any mortgage, contract, agreement, indenture, trust or other instrument which is either binding upon or enforceable against the Seller, the Shareholders or the Subject Assets; (c) except for the Consents, result in the imposition or creation of any Lien on any of the Subject Assets or accelerate any indebtedness of the Seller or to which the Subject Assets may be bound; or (d) breach, impair or in any way limit any governmental or official license, approval, permit or authorization of the Seller relating to the Business.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements hereby have been duly authorized by all necessary corporate and shareholder action on the part of the each of Seller and the ShareholdersZila. This Agreement and the other agreements contemplated by this Agreement have has been duly executed and delivered by the each of Seller and the Shareholders Zila and are the is a valid and binding obligations obligation of the each of Seller and the Shareholders Zila, enforceable in accordance with their respective its terms, subject as to enforceability only to bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement hereby will: (ai) conflict with or violate any provision of the Articles articles of Incorporation incorporation or Bylaws bylaws of the SellerSeller or Zila, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or of any law, ordinance or regulation or any decree, judgment, injunction decree or order of any court, arbitrator court or administrative or other governmental body which is either applicable to, binding upon or enforceable against, the against Seller or the Subject Assets; (bii) except for the Consents, violate, conflict with or result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the Shareholders Seller or Zila or the Subject Assets; (c) except for assets and properties of Seller or Zila. Without limiting the Consents, result in the imposition or creation of any Lien on any generality of the Subject Assets foregoing, neither Seller nor Zila is a party to any continuing agreement or accelerate any indebtedness of the Seller understanding, made by it or to on its behalf, which the Subject Assets may be bound; or (d) breach, impair or limits in any way limit any governmental the ability of: (i) Seller or official licenseZila to enter into this Agreement and perform its obligations hereunder; (ii) Seller or Zila to sell the Purchased Assets to Buyer, approval, permit or authorization of all on the Seller relating terms and subject to the Businessconditions set forth herein or (iii) Seller or Zila to consummate the transactions contemplated hereby, nor has Seller or Zila breached any such agreement, which breach would entitle the other party thereto to any equitable or monetary remedies.

Due Authorization; Binding Obligation. The execution, delivery and ------------------------------------- performance of this Agreement and each of the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements hereby have been duly authorized by all necessary corporate and shareholder action on the part of the Seller and the ShareholdersSeller. This Agreement and the other agreements contemplated by this Agreement have has been duly executed and delivered by the Seller Seller, ▇▇▇▇▇▇ and the Shareholders and are the is a valid and binding obligations obligation of the Seller and the Shareholders each of them, enforceable in accordance with their respective its terms, subject as to enforceability only to bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement hereby will: (a) conflict : A. Conflict with or violate any provision of the Articles articles of Incorporation incorporation or Bylaws bylaws of the Seller, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or of any law, ordinance or regulation or any decree, judgment, injunction decree or order of any court, arbitrator court or administrative or other governmental body which is either applicable to, binding upon or enforceable againstagainst Seller, the Seller ▇▇▇▇▇▇ or the Subject AssetsShareholders; (b) except for the Consents, violate, conflict with or result or B. Result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the ▇▇▇▇▇▇ or Shareholders or the Subject Assets; (c) except for assets and properties of Seller, ▇▇▇▇▇▇ or Shareholders. Without limiting the Consents, result in the imposition or creation of any Lien on any generality of the Subject Assets foregoing, neither Seller, ▇▇▇▇▇▇ or accelerate Shareholders is a party to any indebtedness of the Seller continuing agreement or to understanding, made by him or it or on his or its behalf, which the Subject Assets may be bound; or (d) breach, impair or limits in any way limit any governmental or official licensethe ability of: A. Seller, approval▇▇▇▇▇▇ and Shareholders to enter into this Agreement and perform their respective obligations hereunder; B. Seller to sell the Purchased Assets to Buyer and Buyer to purchase the Purchased Assets, permit or authorization of all on the Seller relating terms and subject to the Businessconditions set forth herein; or C. The parties hereto to consummate the transactions contemplated hereby, nor has Seller, ▇▇▇▇▇▇ or Shareholders breached any such agreement, or any prior agreement, which breach would entitle the other party thereto to any equitable or monetary remedies.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements hereby have been duly authorized by all necessary corporate and shareholder action on the part of the Seller and the ShareholdersSeller. This Agreement and the other agreements contemplated by this Agreement have has been duly executed and delivered by the Seller and the Shareholders Shareholder and are the is a valid and binding obligations obligation of the Seller and the Shareholders each of them, enforceable in accordance with their respective its terms, subject as to enforceability only to bankruptcy, insolvencyreorganization, moratorium or other similar laws of general application affecting the rights enforcement of creditors generallycreditors' rights, and to general principles of equity. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement hereby will: (a) conflict : A. Conflict with or violate any provision of the Articles articles of Incorporation incorporation or Bylaws bylaws of the Seller, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or of any law, ordinance or regulation or any decree, judgment, injunction decree or order of any court, arbitrator court or administrative or other governmental body which is either applicable to, binding upon or enforceable against, the against Seller or the Subject AssetsShareholder; (b) except for the Consents, violate, conflict with or result or B. Result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the Shareholders Seller or Shareholder or the Subject Assets; (c) except for the Consents, result in the imposition or creation of any Lien on any assets and properties of the Subject Assets Orthodontic Business of Seller or accelerate any indebtedness Shareholder, which breach or default would have a material adverse effect on the business, properties or financial condition of the Orthodontic Business of Seller. Without limiting the generality of the foregoing, neither Seller or Shareholder is a party to any continuing agreement or understanding, made by it or on its behalf, which the Subject Assets may be bound; or (d) breach, impair or limits in any way limit any governmental or official licensethe ability of: A. Seller and Shareholder to enter into this Agreement and perform their respective obligations hereunder; B. Seller to sell the Purchased Assets to Buyer and Buyer to purchase the Purchased Assets, approval, permit or authorization of all on the Seller relating terms and subject to the Businessconditions set forth herein; or C. The parties hereto to consummate the transactions contemplated hereby, nor has Seller or Shareholder breached any such agreement, or any prior agreement, which breach would entitle the other party thereto to any equitable or monetary remedies.

Due Authorization; Binding Obligation. The execution, delivery and ------------------------------------- performance of this Agreement and each of the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements hereby have been duly authorized by all necessary corporate and shareholder action on the part of the Seller and the ShareholdersSeller. This Agreement and the other agreements contemplated by this Agreement have has been duly executed and delivered by the Seller and the Shareholders Shareholder and are the is a valid and binding obligations obligation of the Seller and the Shareholders each of them, enforceable in accordance with their respective its terms, subject as to enforceability only to bankruptcy, insolvencyreorganization, moratorium or other similar laws of general application affecting the rights enforcement of creditors generallycreditors' rights, and to general principles of equity. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement hereby will: (a) conflict : A. Conflict with or violate any provision of the Articles articles of Incorporation incorporation or Bylaws bylaws of the Seller, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or of any law, ordinance or regulation or any decree, judgment, injunction decree or order of any court, arbitrator court or administrative or other governmental body which is either applicable to, binding upon or enforceable against, the against Seller or the Subject AssetsShareholder; (b) except for the Consents, violate, conflict with or result or B. Result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the Shareholders Seller or Shareholder or the Subject Assets; (c) except for the Consents, result in the imposition or creation of any Lien on any assets and properties of the Subject Assets Orthodontic Business of Seller or accelerate any indebtedness Shareholder, which breach or default would have a material adverse effect on the business, properties or financial condition of the Orthodontic Business of Seller. Without limiting the generality of the foregoing, neither Seller or Shareholder is a party to any continuing agreement or understanding, made by it or on its behalf, which the Subject Assets may be bound; or (d) breach, impair or limits in any way limit any governmental or official licensethe ability of: A. Seller and Shareholder to enter into this Agreement and perform their respective obligations hereunder; B. Seller to sell the Purchased Assets to Buyer and Buyer to purchase the Purchased Assets, approval, permit or authorization of all on the Seller relating terms and subject to the Businessconditions set forth herein; or C. The parties hereto to consummate the transactions contemplated hereby, nor has Seller or Shareholder breached any such agreement, or any prior agreement, which breach would entitle the other party thereto to any equitable or monetary remedies.

Due Authorization; Binding Obligation. The execution, delivery and ------------------------------------- performance of this Agreement and each of the other agreements contemplated by this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements hereby have been duly authorized by all necessary corporate and shareholder action on the part of the Seller and the ShareholdersSeller. This Agreement and the other agreements contemplated by this Agreement have has been duly executed and delivered by the Seller and the Shareholders and are the is a valid and binding obligations obligation of the Seller and the Shareholders each of them, enforceable in accordance with their respective its terms, subject as to enforceability only to bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement hereby will: (a) conflict : A. Conflict with or violate any provision of the Articles articles of Incorporation incorporation or Bylaws bylaws of the Seller, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or of any law, ordinance or regulation or any decree, judgment, injunction decree or order of any court, arbitrator court or administrative or other governmental body which is either applicable to, binding upon or enforceable against, the against Seller or the Subject AssetsShareholders; (b) except for the Consents, violate, conflict with or result or B. Result in any breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the Seller or Shareholders or the Subject Assets; (c) except for assets and properties of Seller or Shareholders. Without limiting the Consents, result in the imposition or creation of any Lien on any generality of the Subject Assets or accelerate any indebtedness of the foregoing, neither Seller or Shareholders are a party to any continuing agreement or understanding, made by him or it or on his or its behalf, which the Subject Assets may be bound; or (d) breach, impair or limits in any way limit any governmental or official licensethe ability of: A. Seller and Shareholders to enter into this Agreement and perform their respective obligations hereunder; B. Seller to sell the Purchased Assets to Buyer and Buyer to purchase the Purchased Assets, approval, permit or authorization of all on the Seller relating terms and subject to the Businessconditions set forth herein; or C. The parties hereto to consummate the transactions contemplated hereby, nor has Seller or Shareholders breached any such agreement, or any prior agreement, which breach would entitle the other party thereto to any equitable or monetary remedies.

Due Authorization; Binding Obligation. The execution, execution and delivery and performance by the Purchaser of this Agreement Agreement, each of the Ancillary Agreements to which it is a party and each of the other agreements documents and instruments required or contemplated by this Agreement or by such Ancillary Agreements and the consummation of the transactions contemplated by this Agreement hereby and such other agreements thereby have been duly and validly authorized by all necessary corporate and shareholder action on the part of the Seller and the ShareholdersPurchaser. This Agreement constitutes, and, when executed and delivered, by the Purchaser pursuant hereto, each of the Ancillary Agreements and other agreements contemplated by this Agreement have been duly documents and instruments to be executed and delivered by the Seller and Purchaser pursuant to this Agreement, will constitute, the Shareholders and are the legal, valid and binding obligations obligation of the Seller and the Shareholders Purchaser, enforceable against it in accordance with their respective its terms, subject except as to enforceability only to may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generallygenerally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses. Neither the execution and delivery by the Purchaser of this Agreement, any of the Ancillary Agreements or any of the other documents or instruments to be executed and delivered by the Purchaser pursuant to this Agreement nor the consummation of the transactions contemplated by this Agreement hereby or thereby will: (ai) conflict with or violate any provision of the Articles Purchaser's certificate of Incorporation incorporation or Bylaws of the Sellerbylaws, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-Scott-Rodino Antitrust ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ of 1976 as amended, and the rules and regulations promulgated thereunder (the "HSR Act"), or of any law, ordinance or regulation or any decree, judgment, injunction decree or order of any court, arbitrator court or administrative or other governmental body which is either applicable to, binding upon or enforceable against, against the Seller Purchaser; or the Subject Assets; (bii) except for the Consents, violate, conflict with or result in any material breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, under any mortgage, contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the SellerPurchaser which would reasonably be expected to have a material adverse effect on the Purchaser. Except as otherwise specifically provided herein, including without limitation the Shareholders consents required under the HSR Act, no consent, approval, authorization or action by, notice to, or filing with any governmental body or any other Person is required by the Subject Assets; (c) except for Purchaser in connection with the Consentsexecution, result in the imposition or creation delivery and performance of any Lien on this Agreement, any of the Subject Assets Ancillary Agreements or accelerate any indebtedness other documents and instruments to be executed and delivered by the Purchaser pursuant hereto or thereto or the consummation by the Purchaser of the Seller transactions contemplated hereby or to which the Subject Assets may be bound; or (d) breach, impair or in any way limit any governmental or official license, approval, permit or authorization of the Seller relating to the Businessthereby.