5.2 Authorization; Enforceability. Buyer has all requisite power and authority to execute and deliver this Agreement and each Transaction Document to which Buyer is a Party, to purchase the Assets on the terms described herein and to perform all obligations to be performed by Buyer 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 Buyer 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 Buyer, and no other proceeding on the part of Buyer is necessary to authorize this Agreement or any of the Transaction Documents to which Buyer 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 Buyer and constitutes, and each of the Transaction Documents when so executed and delivered will constitute, a valid and legally binding agreement of Buyer, enforceable in accordance with its terms, except as enforceability may be limited by applicable 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).
5.3 No Conflict. Assuming compliance with the HSR Act, if applicable, Buyers execution and delivery of this Agreement and the Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby by Buyer 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 Buyer;
(b) violate any provision of any Laws applicable to Buyer; or
(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 bond, debenture, note, mortgage or indenture to which Buyer is a party or by which Buyer may be bound.
5.4 Consents and Approvals. Assuming compliance with the HSR Act, if applicable, no material Consent is required to be obtained by Buyer in connection with the execution, delivery or performance by Buyer of this Agreement or the Transaction Documents or the consummation by Buyer of the transactions contemplated hereby or thereby.
5.5 Litigation. There are no (a) Proceedings pending, or, to Buyers knowledge, threatened in writing by any Person against Buyer or (b) Orders or unsatisfied judgments from any Governmental Authority binding upon Buyer, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a material and adverse effect on Buyers ability to consummate the transactions contemplated by this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder.