Common use of Enforceability; Authority; No Conflict Clause in Contracts

Enforceability; Authority; No Conflict. (a) Upon the execution and delivery by Seller and Parent of the applicable Transaction Documents, each Transaction Document (assuming the due execution and delivery of the Transaction Documents by Buyer) will constitute a legal, valid and binding obligation of Seller and/or Parent (as applicable), enforceable against them in accordance with the terms of such Transaction Document subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Seller and Parent have the power and authority to execute and deliver the Transaction Documents to which they are a party and to perform their obligations under such Transaction Documents, and such action has been duly and validly authorized by Seller and/or Parent, as applicable. (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of the Transaction Documents nor the consummation or performance the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) violate any provision of the organizational documents of Seller and/or Parent, (ii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any material Permit that is needed in connection with the operation of the Assets, (iii) breach any provision of any Material Contract or (iv) result in the imposition or creation of any Lien upon or with respect to any of the Assets.

Enforceability; Authority; No Conflict. (a) Upon the execution and delivery by Seller and Parent of the applicable Transaction Documents, each Transaction Document (assuming the due execution and delivery of the Transaction Documents by Buyer) will constitute a legal, valid and binding obligation of Seller and/or Parent (as applicable)Seller, enforceable against them Seller in accordance with the terms of such Transaction Document subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Seller and Parent have has the power and authority to execute and deliver the Transaction Documents to which they are a party and to perform their its obligations under such the Transaction Documents, and such action has been duly and validly authorized by Seller and/or Parent, as applicableall necessary action by Seller’s board of directors. (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) violate breach (A) any provision of any of the organizational documents Governing Documents of Seller and/or Parent, or (B) any resolution adopted by the board of directors or the equity holders of Seller; (ii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any material Permit that is needed in connection with the operation of the Assets, ; (iii) breach any provision of any Material Contract or Assigned Contract; or (iv) result in the imposition or creation of any Lien Encumbrance upon or with respect to any of the Assets.

Enforceability; Authority; No Conflict. (a) Upon the execution and delivery by Seller and Parent of the applicable Transaction Documents, each Transaction Document (assuming the due execution and delivery of the Transaction Documents by Buyer) will constitute a legal, valid and binding obligation of Seller and/or Parent (as applicable)Seller, enforceable against them Seller in accordance with the terms of such Transaction Document subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles. Seller and Parent have has the power and authority to execute and deliver the Transaction Documents to which they are a party and to perform their its obligations under such the Transaction Documents, and such action has been duly and validly authorized by Seller and/or Parent, as applicableall necessary action by Seller’s board of directors. (b) Except as set forth in Schedule 3.2(b), neither the execution and delivery of the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): ): (i) violate breach (A) any provision of any of the organizational documents Governing Documents of Seller and/or Parent, or (B) any resolution adopted by the board of directors or the equity holders of Seller; Table of Contents (ii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any material Permit that is needed in connection with the operation of the Assets, ; (iii) breach any provision of any Material Contract or Assigned Contract; or (iv) result in the imposition or creation of any Lien Encumbrance upon or with respect to any of the Assets.