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

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of P▇▇▇▇ and the Stockholder, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general principles of equity. P▇▇▇▇ and the Stockholder each have the right, power and authority to execute and deliver this Agreement and to perform its or his obligations under this Agreement, and such action by P▇▇▇▇ has been duly authorized by all necessary action by P▇▇▇▇’▇ stockholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions on the part of P▇▇▇▇ and the Stockholder contemplated hereby (the “Contemplated Transactions”) by P▇▇▇▇ and the Stockholder, as applicable, will, directly or indirectly: (i) breach any provision of the articles of incorporation, by-laws or other governing document (the “Governing Documents”) of P▇▇▇▇ or any resolution adopted by the stockholders or directors of P▇▇▇▇; (ii) breach or conflict with any federal, state or local law (including case law), statute, ordinance, code or regulation (collectively, “Legal Requirements”) applicable to P▇▇▇▇ or the Stockholder or give any governmental body or agency the right to challenge or seek to prevent any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or under any order, injunction, judgment, decree, ruling, assessment or arbitration award (collectively, “Orders”) to which P▇▇▇▇ or the Stockholder, or any of P▇▇▇▇’▇ assets, is subject; or (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any governmental authorization, permit or license that is held by P▇▇▇▇ or the Stockholder. (c) Except as set forth in Schedule 4.2 attached hereto, neither P▇▇▇▇ nor the Stockholder is required to give any notice to or obtain any consent from any person or entity in connection with its or his execution and delivery of this Agreement or the consummation or performance by it or him of any of the Contemplated Transactions.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of PK▇▇▇▇▇▇ and the Stockholder, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general principles of equity. PK▇▇▇▇▇▇ and the Stockholder each have the right, power and authority to execute and deliver this Agreement and to perform its or his obligations under this Agreement, and such action by PK▇▇▇▇▇▇ has been duly authorized by all necessary action by P▇▇▇▇’▇ Kapadia’s stockholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the transactions on the part of PK▇▇▇▇▇▇ and the Stockholder contemplated hereby (the “Contemplated Transactions”) by PK▇▇▇▇▇▇ and the Stockholder, as applicable, will, directly or indirectly: (i) breach any provision of the articles certificate of incorporation, by-laws or other governing document (the “Governing Documents”) of PK▇▇▇▇▇▇ or any resolution adopted by the stockholders or directors of PK▇▇▇▇▇▇; (ii) breach or conflict with any federal, state or local law (including case law), statute, ordinance, code or regulation (collectively, “Legal Requirements”) applicable to PK▇▇▇▇▇▇ or the Stockholder or give any governmental body or agency the right to challenge or seek to prevent any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or under any order, injunction, judgment, decree, ruling, assessment or arbitration award (collectively, “Orders”) to which PK▇▇▇▇▇▇ or the Stockholder, or any of P▇▇▇▇’▇ Kapadia’s assets, is subject; or (iii) contravene, conflict with or result in a violation or breach of any of the terms or requirements of any governmental authorization, permit or license that is held by PK▇▇▇▇▇▇ or the Stockholder. (c) Except as set forth in Schedule 4.2 attached hereto, neither PNeither K▇▇▇▇▇▇ nor the Stockholder is required to give any notice to or obtain any consent from any person or entity in connection with its or his execution and delivery of this Agreement or the consummation or performance by it or him of any of the Contemplated Transactions, except where the failure to give any notice to or obtain any consent could not reasonably be expected to have a Material Adverse Effect (as defined in Section 4.4 below) and except as set forth in Schedule 4.2 (Required Consents) attached hereto.

Enforceability; Authority; No Conflict. (a) This Agreement constitutes the legal, valid and binding obligation of P▇▇▇▇ and the Stockholdereach Buyer Party, enforceable against each of them it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and fraudulent conveyance or transfer or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether considered in a proceeding at law or in equity). P▇▇▇▇ and Each Buyer Party has the Stockholder each have the requisite right, power and authority to execute and deliver this Agreement and to perform its or his obligations under this Agreementand consummate the Contemplated Transactions, and such action by P▇▇▇▇ has actions have been duly authorized by all necessary action by P▇▇▇▇’▇ stockholders and board of directorscorporate (or other entity) action. (b) Neither the execution The execution, delivery and delivery performance by each Buyer Party of this Agreement nor and the consummation or performance of any of the transactions on the part of P▇▇▇▇ and the Stockholder contemplated hereby (the “Contemplated Transactions”) by P▇▇▇▇ , does not and the Stockholder, as applicable, will, directly or indirectly: will not: (i) breach violate any provision of the articles Governing Documents of incorporationsuch Buyer Party, by-laws or other governing document (the “Governing Documents”) of P▇▇▇▇ or any resolution adopted by the stockholders board of directors or directors shareholders (or similar management group) of P▇▇▇▇; such Buyer Party; (ii) breach assuming receipt of the consents set forth in Schedule 5.2(c), violate or conflict with any federal, state provisions of any Legal Requirements or local law any Order to which such Buyer Party is subject; (including case lawiii) except as set forth on Schedule 5.2(b)(iii) (the “Buyer Required Consents”), statuteviolate, ordinanceconflict with, code result in a breach of, constitute (with due notice or regulation lapse of time or both) a default or cause any obligation, penalty or premium to arise or accrue under any Contract to which such Buyer Party is a party or by which it is bound or to which any of its properties or assets is subject; or (collectively, “Legal Requirements”iv) applicable to P▇▇▇▇ result in the creation or the Stockholder or give imposition of any governmental body or agency the right to challenge or seek to prevent Encumbrance (except for Permitted Encumbrances) upon any of the Contemplated Transactions properties or to exercise any remedy or obtain any relief under any Legal Requirement or under any order, injunction, judgment, decree, ruling, assessment or arbitration award (collectively, “Orders”) to which P▇▇▇▇ assets of the Parent business. Each Buyer Party has all necessary authorizations and approvals necessary in connection with this Agreement or the Stockholder, or any of P▇▇▇▇’▇ assets, is subject; or (iii) contravene, conflict with or result in a violation or breach of any consummation of the terms or requirements of any governmental authorization, permit or license that is held by P▇▇▇▇ or the StockholderContemplated Transactions. (c) Except as set forth in Schedule 4.2 attached hereto5.2(c), neither P▇▇▇▇ nor the Stockholder no consent, approval, authorization of, declaration, filing, or registration with, any Governmental Body or any Third Party is required to give any notice to be made or obtain any consent from any person or entity obtained by either Buyer Party in connection with its or his execution the execution, delivery, and delivery performance of this Agreement or the consummation or performance by it or him of any of the Contemplated Transactions, including the conduct of the Company Business.