Section # Authority; Noncontravention

Section # Authority; Noncontravention.

Section # Authority; Noncontravention. (a) Investor has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by Investor of this Agreement have been duly authorized and approved by all necessary corporate action on the part of Investor, and no further action, approval or authorization on the part of Investor or by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by Investor of this Agreement. This Agreement has been duly executed and delivered by Investor and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of Investor, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Section # Authority; Noncontravention. (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement have been duly authorized by the Board and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Investor, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability # may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and # is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

SECTION # Noncontravention. Subject to Buyer obtaining the Buyer’s Required Consents, the execution, delivery and performance of this Agreement and the other agreements and instruments to be delivered hereunder by Buyer does not, and the consummation by Buyer of the transactions contemplated hereby and thereby will not # contravene or violate any provision of the Organizational Documents of Buyer, # conflict with, contravene or violate any Law in any material respect by which Buyer or its assets or properties is subject or bound or # violate or result in a breach, default (with or without notice or lapse of time or both) or acceleration under, or give rise to any penalty or any right of termination, cancellation or modification under, or require any Consent or waiver under, or result in the creation of any Lien upon any of the properties or assets of Buyer under, or any other remedy under, any Contract to which Buyer is a party or by which Buyer or any of its assets or properties is bound, except, in the case of clause (c), as would not, individually or in the aggregate materially impair or delay the ability of Buyer to consummate the transactions contemplated by, or perform its obligations under, this Agreement or the other agreements and instruments to be delivered hereunder by Buyer.

Section # Noncontravention. Neither the execution and the delivery by the Purchaser of the Transaction Documents, nor the consummation of the Transactions, # violate or conflict with any provisions of either of the Purchaser’s governing documents, # violate or conflict with any Law or order to which the Purchase is subject, or # violate, conflict with or result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice under, or result in the imposition or creation of a Lien upon or with respect to any equity interests or assets of the Purchaser under, any note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement to which Purchaser is a party, or by which Purchaser or any of its assets or properties is bound. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or Person is required to be obtained or made by or on behalf of Purchaser in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions.

Section # Noncontravention. Neither the execution and delivery by such Seller of the Transaction Documents nor the consummation of the Transactions will # violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of Law or order to which such Seller is subject or # violate, conflict with or result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice under, or result in the imposition or creation of a Lien upon any assets of such Seller under, any note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement to which such Seller is a party, or by which such Person or any of his or its assets or properties is bound. No consent, approval, license, Permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or Person is required to be obtained or made by or on behalf of such Seller in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions.

SECTION # Noncontravention. Subject to Seller obtaining the Seller’s Required Consents, the execution, delivery and performance of this Agreement and the other agreements and instruments to be delivered hereunder by Seller and the consummation by Seller of the transactions contemplated hereby and thereby do not and will not, directly or indirectly, # conflict with, contravene or violate any provision of the Organizational Documents of Seller or any of its Affiliates, # conflict with, contravene or violate any Law in any material respect by which Seller or any of its Affiliates or its or their respective assets or properties (including the Acquired Assets and the Facility) is subject or bound or # violate or result in a breach, default (with or without notice or lapse of time or both) or acceleration under, or give rise to any penalty or any right of termination, cancellation or modification under, or require any Consent or waiver under, or result in the creation of any Lien upon any of the Acquired Assets or the Facility or any of the properties or assets of Seller or any of its Affiliates under, or any other remedy under, any Contract to which Seller or any of its Affiliates is a party or by which Seller or any of its assets or properties (including the Acquired Assets and the Facility) is subject or bound, except, in the case of clause (c), as would not, individually or in the aggregate materially impair the ownership or operation of the Acquired Assets or the Facility as currently owned or operated by Seller or its Affiliates, or otherwise prevent, materially impair or delay the ability of Seller and its Affiliates to consummate the transactions contemplated by, or perform their respective obligations under, this Agreement or the other agreements and instruments to be delivered hereunder by Seller or its Affiliates.

Section # Noncontravention. Except as set forth on [Schedule 3.03], neither the execution and the delivery by the Company of the Transaction Documents, nor the consummation of the Transactions or the performance of any obligations hereunder and thereunder, # violate or conflict with any provisions of the Company’s governing documents, # violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any provision of any Law or order to which the Company is subject, or # violate, conflict with or result in a breach of any provision of, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, result in or create in any Person the right to, accelerate, terminate, modify or cancel, require any notice under, or result in the imposition or creation of a Lien upon or with respect to any equity interests or assets of the Company under, any note, bond, mortgage, indenture, deed of trust, lease, contract or other agreement to which the Company is a party, or by which the Company or any of its assets or properties are bound. No consent, approval, license, Permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required to be obtained or made by or on behalf of the Company in connection with the execution, delivery and performance of the Transaction Documents or the consummation of the Transactions. The Company has not received any written notice from any Governmental Authority indicating that such Governmental Authority would oppose or not promptly grant or issue its consent or approval, if requested, with respect to the Transactions.

Section # Authority; Noncontravention. Each Purchaser has all necessary power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by each Purchaser of this Agreement and the other Transaction Documents and the consummation by such Purchaser of the Transactions have been duly authorized and approved by all necessary action on the part of such Purchaser, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement and the other Transaction Documents and the consummation by each Purchaser of the Transactions. This Agreement has been duly executed and delivered by each Purchaser and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, subject to the Bankruptcy and Equity Exception. Neither the execution and delivery of this Agreement or the other Transaction Documents by any Purchaser, nor the consummation of the Transactions by any Purchaser, nor performance or compliance by any Purchaser with any of the terms or provisions hereof or thereof, will # conflict with or violate any provision of the certificate or articles of incorporation, bylaws or other comparable charter or organizational documents of such Purchaser or # assuming that the authorizations, consents and approvals referred to in [Section 4.03] are obtained prior to the applicable Closing Date and the filings referred to in [Section 4.03] are made and any waiting periods with respect to such filings have terminated or expired prior to the applicable Closing Date, # violate any Law or Judgment applicable to such Purchaser or any of its Subsidiaries or # violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which such Purchaser or any of its Subsidiaries is a party or accelerate such Purchaser’s or any of its Subsidiaries’, if applicable, obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.