Common use of Agreement Authorized and its Effect on Other Obligations Clause in Contracts

Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Key and delivered to Seller, the Shareholder or Tufly in connection herewith (the "Key Agreements") have been authorized by all necessary corporate action on the part of Key, and this Agreement and the Key Agreements are valid and binding obligations of Key, enforceable (subject to normal equitable principals) against Key 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 the Key Agreements 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 charter or bylaws of Key; (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key is a party or by which Key or its properties are bound; or (iii) 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 Key or any of its properties is subject.

Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Key Buyer and delivered to Seller, the Shareholder Seller or Tufly Shareholders in connection herewith (the "Key Buyer Agreements") have been authorized by all necessary corporate action on the part of KeyBuyer, and this Agreement and the Key Buyer Agreements are valid and binding obligations of KeyBuyer, enforceable (subject to normal equitable principals) against Key Buyer 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 the Key Buyer Agreements 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 (iI) the charter or bylaws of KeyBuyer; (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key Buyer is a party or by which Key Buyer or its properties are bound; or (iii) 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 Key Buyer or any of its properties is subject.

Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Key Buyer and delivered to Seller, Seller or the Shareholder or Tufly in connection herewith (the "Key Buyer Agreements") have been authorized by all necessary corporate action on the part of KeyBuyer, and this Agreement and the Key Buyer Agreements are valid and binding obligations of KeyBuyer, enforceable (subject to normal equitable principals) against Key Buyer 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 the Key Buyer Agreements 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 charter or bylaws of KeyBuyer; (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key Buyer is a party or by which Key Buyer or its properties are bound; or (iii) 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 Key Buyer or any of its properties is subject.

Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Key and delivered to Seller, or the Shareholder or Tufly in connection herewith (the "Key Agreements") have been authorized by all necessary corporate action on the part of Key, and this Agreement and the Key Agreements are valid and binding obligations of Key, enforceable (subject to normal equitable principals) against Key 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 the Key Agreements 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 charter or bylaws of Key; (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key is a party or by which Key or its properties are bound; or (iii) 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 Key or any of its properties is subject.