Agreement Authorized and Effect on Other Obligations. The execution and delivery of this Agreement and all instruments to be executed by Seller hereunder have been authorized by all necessary corporate, shareholder and other action on the part of the Seller and the Shareholders, and this Agreement and all instruments to be executed by the Seller and the Shareholders hereunder are the valid and binding obligations of the Seller and the Shareholders enforceable (subject to normal equitable principals) against each of such parties in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Seller and the Shareholders represent and warrant that the execution, delivery and performance of this Agreement and all instruments to be executed by the Seller hereunder and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the Articles of Incorporation or Bylaws (or other organizational documents) of the Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or the Shareholders are a party or by which the Seller or the Shareholders or their respective properties are bound; or (iii) to the best of their knowledge, any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which the Seller or the Shareholders or any of their respective properties are subject.
Agreement Authorized and Effect on Other Obligations. The execution and delivery of this Agreement and all instruments to be executed by the Seller hereunder and all transactions contemplated to be entered into by the Seller hereby have been authorized by all necessary corporate, shareholder and other action on the part of the Seller, and this Agreement and all instruments to be executed by the Seller hereunder are the valid and binding obligations of the Seller enforceable (subject to normal equitable principles) in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and all instruments to be executed by the Seller hereunder and the consummation of the transactions contemplated hereby and thereby, will not (i) conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (A) the Certificate of Incorporation or Bylaws (or other organizational documents) of the Seller, (B) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller is a party or by which the Seller or its respective properties are bound, or (C) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which the Seller or its properties are subject; (ii) result in the creation or imposition of any Encumbrance (as defined in Section 2.1.4 hereof) on any of the Assets; or (iii) constitute a breach of, default under, result in the termination, right of termination or cancellation of, or accelerate the performance required by, any of the Contracts.
