authority to own and operate its property and to carry on its business as presently conducted by it. Except as would not be reasonably expected to result in a Seller Material Adverse Effect, Turkey Creek is duly licensed, qualified or otherwise authorized to conduct business and is in good standing under the Laws of the States set forth on Schedule 4.1 for Turkey Creek.
4.2 Authorization; Enforceability. Upon approval by the Bankruptcy Court to enter into this Agreement pursuant to the Sale Order, each of Sellers will have all requisite power and authority to execute and deliver this Agreement and each Transaction Document to which such Seller is a party, to perform all obligations to be performed by such Seller hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Transaction Document to which each of Sellers is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all action required on the part of such Seller, and, subject to the entry of the Sale Order, no other action on the part of such Seller is necessary to authorize this Agreement or any of the Transaction Documents to which such Seller is a party. This Agreement has been, and each of the Transaction Documents will be at or prior to the Closing, duly authorized, executed and delivered by each of Sellers and, subject to entry of the Sale Order, constitutes, and each of the Transaction Documents when so executed and delivered will constitute, a valid and legally binding agreement of such Seller, enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting creditors rights generally or general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
4.3 No Conflict. Assuming compliance with the HSR Act, if applicable, and entry of the Sale Order, except as set forth on Schedule 4.3, each Sellers execution and delivery of this Agreement and the Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby by such Seller shall not:
(a) conflict with or require the Consent of any Person under any of the terms, conditions or provisions of the Organizational Documents of such Seller;
(b) violate in any material respect any provision of any Law or Permit applicable to such Seller;
(c) in any material respect, conflict with, result in a breach of, constitute a default under or constitute an event that with notice or lapse of time, or both, would constitute a default under, accelerate or permit the acceleration of the performance required by any Material Contract or any material bond, debenture, note, mortgage or indenture to which such Seller is a party or by which such Seller may be bound; or
(d) result in the creation or imposition of any Lien (other than a Permitted Lien) on any of the Assets.
4.4 Consents; Preferential Purchase Rights. Assuming compliance with the HSR Act (if applicable) and entry of the Sale Order, except as set forth on Schedule 4.4(a), no material Consent is required to be obtained by either Seller in connection with the transfer of the Assets to