Common use of Enforceability; No Conflict Clause in Contracts

Enforceability; No Conflict. Upon the execution and delivery by Seller of the Transaction Documents to which Seller is a party, each such Transaction Document will constitute the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. Seller will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of the Transaction Documents or the consummation or performance of any of the Contemplated Transactions, and neither the execution and delivery of the Transaction Documents or the Loan Documents, nor the consummation or performance of any of the Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time): contravene, conflict with or result in a violation of any Legal Requirement or any Order to which Seller or any of the assets owned or used by Seller is subject; contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to its business or any of the assets owned or used by it; contravene, conflict with or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract, or result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by it.

Enforceability; No Conflict. Upon (a) To the extent such Seller is an entity, the execution and delivery by such Seller of this Agreement and any other Transaction Document to which it is a party, and the consummation of the Transactions, have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement and the other Transaction Documents to which such Seller is a party, each when executed by such Transaction Document Seller, will have been duly executed and delivered by such Seller and will constitute the legal, valid and binding obligation of Seller, such Seller enforceable against such Seller in accordance with its termsrespective terms subject only to the effect, except if any, of (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium bankruptcy and other laws similar Applicable Law affecting the rights of general application affecting enforcement of creditors' rights creditors generally and (ii) as limited by laws relating to the availability rules of law governing specific performance, injunctive relief or and other equitable remedies. Seller will not be required to give any notice to or obtain any Consent from any Person in connection with the . (b) The execution and delivery by such Seller of this Agreement and any other Transaction Document to which it is a party, and the consummation of the Transaction Documents Transactions thereby, do not and will not (i) result in any conflict with, or the consummation or performance of any of the Contemplated Transactions, and neither the execution and delivery of the Transaction Documents or the Loan Documents, nor the consummation or performance of any of the Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time): contravene, conflict with or result in both) a termination, acceleration, cancellation, breach, impairment or violation of, constitute a default or give rise to the rights of others (including rights of termination, cancellation or acceleration) under: (x) the governing documents of such Seller (if an entity), (y) any judgment, injunction, order, writ, decree or ruling of any Legal Requirement court or other Governmental Authority or any Order Contract to which such Seller is a party or by which such Seller or any of the its assets owned or used by Seller is subject; contravene, conflict with or result in a violation of any of the terms or requirements ofproperties are bound, or give (z) any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or that otherwise relates to its business or any of the assets owned or used by it; contravene, conflict with or result in a violation or breach of any provision ofApplicable Law, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Contract, or (ii) result in the imposition or creation of any Encumbrance upon or with respect to any shares of the assets owned or used Company Share Capital held by itsuch Seller.