Common use of Authority; Consents Clause in Contracts

Authority; Consents. Seller has all requisite corporate power and authority to enter into this Agreement and to which they are a party and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) have been duly authorized by all necessary corporate action on the part of Seller and no further action is required on the part of Seller to authorize the Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against each party in accordance with its terms, except as such enforceability may be limited by bankruptcy and similar laws and general principles of equity. The execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) will not, materially conflict with, or result in any material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, material lease, material contract or other material agreement or other instrument, permit, concession, franchise, material license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or their respective properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission having jurisdiction over Seller ("Governmental Entity") or any third party, is required by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. ARTICLE III

Authority; Consents. Seller has all requisite corporate power and authority to enter into this Agreement and The execution, delivery performance by Sublandlord of the Lease Documents to which they are it is a party and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) and thereby have been duly authorized by all necessary corporate requisite corporate, partnership or other action, and no other corporate, partnership or other action on the part of Seller Sublandlord is necessary for the execution, delivery and no further action performance by Sublandlord of any Lease Document to which it is required on a party and the part consummation by it of Seller to authorize the Agreement and the transactions contemplated herebyhereby and thereby. This Subject to Section 4.23 of the Master Agreement (which exclusively governs Environmental Health and Safety Matters) and except as disclosed on Schedule C-1 hereto, or in the Master Agreement, neither the execution nor the delivery by Sublandlord of any Lease Document to which it is a party, nor the consummation of any of the transactions contemplated hereby or thereby, nor compliance with nor fulfillment by Sublandlord of the terms and provisions hereof or thereof, will, except as disclosed on Schedule C-1 hereto, (i) conflict with or result in a breach of the terms, conditions or provisions of or constitute a default under (A) the Certificate or Articles of Incorporation, Bylaws, partnership agreement, or other organizational documents of Sublandlord, or (B) any lease, contract, instrument, mortgage, deed of trust, trust deed or deed to secure debt evidencing or securing indebtedness for borrowed money, any financing lease, any law, rule, regulation, judgment, order, award, decree or other restriction of any kind to which Sublandlord is a party or by which it is bound and the Demised Premises is subject, (ii) require Sublandlord to obtain the consent, approval, authorization or other order or action of, or filing with, any court, governmental authority or regulatory body, (iii) require the consent, approval, authorization or order of any person or entity under, and will not conflict with, or result in the breach, lapse or termination of, or constitute a default under, or result in the acceleration of the performance by Sublandlord under, any material lease, permit, license, contract, mortgage, deed of trust, trust deed, deed to secure debt, other lease, indenture or other instrument to which Sublandlord is a party and by which the Demised Premises is subject, (iv) give any party with rights under any instrument, contract (including any sale/leaseback agreement), lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction the right to terminate, modify or otherwise change the rights or obligations of any party under such instrument, contract, lease, mortgage, deed of trust, trust deed, deed to secure debt, judgment, order, award, decree or other restriction or (v) require any declaration, filing or registration with any governmental or regulatory authority by Sublandlord. Each Lease Document has been duly executed and delivered by Seller Sublandlord and (assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto), constitutes the a legal, valid and binding obligation of SellerSublandlord, enforceable against each party Sublandlord in accordance with its terms, respective terms (except as such the enforceability thereof may be limited by bankruptcy and bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor's rights generally and laws restricting the availability of equitable remedies and may be subject to general principles of equity whether or not such enforceability is considered in a proceeding at law or in equity. The execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) will not, materially conflict with, or result in any material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (i) any provision of the Certificate of Incorporation or Bylaws of Seller or (ii) any mortgage, indenture, material lease, material contract or other material agreement or other instrument, permit, concession, franchise, material license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or their respective properties or assets. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission having jurisdiction over Seller ("Governmental Entity") or any third party, is required by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. ARTICLE III.

Authority; Consents. Seller has all requisite corporate power and ------------------- authority to enter into this Agreement and to which they are a party and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) have been duly authorized by all necessary corporate and shareholder action on the part of Seller and no further action is required on the part of Seller to authorize the Agreement and the transactions contemplated herebySeller. This Agreement has been duly executed and delivered by Seller and the Shareholders and constitutes the valid and binding obligation of SellerSeller and the Shareholders, enforceable against each party in accordance with its terms. Except as otherwise disclosed on Section 2.3(a) of the Seller Schedule, except as such enforceability may be limited by bankruptcy and similar laws and general principles of equity. The the execution and delivery of this Agreement by Seller does not, and, as of the Closing, the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) will not, materially conflict with, or result in any material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a "Conflict") (i) any provision of the Certificate of Incorporation or Bylaws of Seller or Organization Documents, (ii) any mortgage, indenture, material lease, material contract or other material agreement or other instrument, instrument or (iii) any permit, concession, franchise, material license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or their respective its properties or assetsassets in the case of clause (ii), other than as would not have a Buyer Harm. No Except as otherwise disclosed on Section 2.3(b) of the Seller Schedule, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission commission having jurisdiction over Seller (a "Governmental Entity") ), or any third party, is required by or and with respect to Seller in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. ARTICLE III, other than whose absence would not have a material adverse effect on the ability of Seller, the Shareholders or Buyer to effectuate the transactions contemplated hereby or otherwise result in a Buyer Harm.

Authority; Consents. Seller Genius has all requisite corporate legal power and authority to ------------------- enter into this Agreement and to which they are a party and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) have been duly authorized by all necessary corporate legal action on the part of Seller Genius. This Agreement, and no further action is required on all other agreements necessary to consummate the part of Seller to authorize the Agreement Acquisition and the other transactions contemplated hereby. This Agreement has been , have been, or at the Closing will be, duly executed and delivered by Seller Genius and constitutes constitute, or at the Closing will constitute, the valid and binding obligation of Seller, Genius enforceable against each party in accordance with its their terms, except as such enforceability may be limited by bankruptcy and similar laws and laws, by general principles of equity, or by laws restricting arbitration, regardless of whether such enforceability is considered in equity, at law or in arbitration. The Except as set forth on Schedule 2.4, the execution and delivery of this Agreement by Seller ------------ Genius does not, and, as of the Closing, the consummation of the transactions contemplated hereby (including the exhibits to the Agreement) will not, materially conflict with, or result in any material violation of, or material default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any material obligation or the loss of any material benefit under (any such event, a "CONFLICT") (i) any provision of the Certificate governing documents of Incorporation or Bylaws of Seller Genius or (ii) any material mortgage, indenture, material lease, material contract or other material agreement or other instrument, permit, concession, franchise, material license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller Genius or their respective its properties or assetsGenius Assets. No To the knowledge of Genius, no consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or Commission commission ("GOVERNMENTAL ENTITY") having jurisdiction over Seller ("Governmental Entity") Genius or any non-governmental third party, is required by or with respect to Seller Genius in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, authorizations, filings, approvals and registrations which are set forth on Schedule 2.4. ARTICLE III------------