Common use of Authority; Enforceability; Non-Contravention Clause in Contracts

Authority; Enforceability; Non-Contravention. The Buyer has full power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by it in connection with the transactions hereby contemplated, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it pursuant to the provisions hereof. All corporate acts and other proceedings required to be taken by the Buyer to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement and all other documents required to be executed hereby have been duly executed and delivered by the Buyer, constitute valid and binding obligations of the Buyer and are enforceable against the Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject to equitable principles of general application. Neither the execution and delivery of this Agreement or any other documents required hereby nor the consummation of the transactions hereby and thereby contemplated by the Buyer will (i) constitute any violation or breach of the certificate or articles of incorporation, as amended, or by-laws of the Buyer or (ii) violate any judgement, order, writ, injunction or decree, statute, rule or regulation affecting the Buyer.

Authority; Enforceability; Non-Contravention. The Buyer Purchaser has full the corporate power and authority to conduct the business and activities conducted by it and to own or lease the assets owned or leased by it. Purchaser has the corporate power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by it in connection with the transactions hereby contemplatedhereunder, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it such party pursuant to the provisions hereof. All corporate acts and other proceedings required to be taken by the Buyer to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement and all other documents required to be executed hereby and delivered by Purchaser hereunder have been duly executed authorized by all corporate action necessary, as applicable and delivered by constitute the Buyerlegal, constitute valid and binding obligations of the Buyer and are enforceable against the Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject to equitable principles of general applicationPurchaser. Neither the execution and nor the delivery of this Agreement or any other documents required hereby nor to be executed and delivered by Purchaser hereunder or the consummation of the transactions contemplated hereby and thereby contemplated by the Buyer will (i) constitute conflicts with or constitutes any violation or breach of the certificate Certificate of Incorporation or articles the Bylaws of incorporation, as amended, or by-laws of the Buyer or Purchaser; (ii) violate constitutes any judgementviolation or breach of, orderor gives any other Person any rights (including any right of acceleration, writtermination or cancellation) under, injunction any Contract or decreeother document or agreement to which Purchaser is a party, statutethe violation of which, rule in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) constitutes a violation of any Order or regulation affecting Applicable Law; or (iv) will result in the Buyercreation of any Lien on any of the assets or properties of Purchaser.

Authority; Enforceability; Non-Contravention. The Buyer has full TTI and AMJ each have the corporate power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by it in connection with the transactions hereby contemplatedBuyer hereunder, to consummate the transactions hereby contemplated, and to take all other actions required to be taken by it Buyer pursuant to the provisions hereof. All corporate acts and other proceedings required to be taken by the Buyer to authorize the execution, delivery and performance of this Agreement have been duly and properly taken. This Agreement and all other documents required to be executed hereby and delivered by Buyer hereunder have been duly authorized by all corporate action necessary on the part of Buyer and have been duly, or will when executed and delivered be duly, executed and delivered by Buyer and constitute the Buyerlegal, constitute valid and binding obligations of the Buyer and are Buyer, enforceable against the Buyer in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors rights generally and subject to equitable principles of general application. Neither the execution and nor the delivery of this Agreement or any other documents required hereby nor to be executed and delivered by Buyer hereunder or the consummation of the transactions hereby and thereby contemplated by the Buyer will (i) constitute conflicts with or constitutes any violation or breach of the certificate Articles of Incorporation or articles the Bylaws of incorporation, as amended, or by-laws of the Buyer or either Buyer; (ii) violate constitutes any judgementviolation or breach of, orderor gives any other Person any rights (including any right of acceleration, writtermination or cancellation) under, injunction any contract or decreeother document or agreement to which either Buyer is a party, statutethe violation of which, rule in the aggregate, could reasonably be expected to have a Material Adverse Effect; (iii) constitutes a violation of any Order or regulation affecting Applicable Law; or (iv) will result in the Buyer.creation of any Lien on any of the assets -6-