Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser is a party has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of Purchaser, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaser.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the Closing pursuant to Section 2 (the "Ancillary Agreements"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s Articles or require a consent or waiver under, its Certificate of Incorporation or its Bylaws, in By-laws (each case as amended, or, in any material respect, amended to date) or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement, the Warrants, and performance of each the Stockholders Agreement (as defined in Section 5.3 below), and the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement, the shares, the Warrants and shareholder action, the Stockholders Agreement have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement, the Warrants and the Stockholders Agreement and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s or require a consent or waiver under, its Articles of Incorporation Organization or its Bylaws, in By-Laws (each case as amended, or, in any material respect, amended to date) or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement and all other agreements and instruments required to be executed by the Company on or prior to the Closing pursuant to Section 5.4 (the "Ancillary Agreements"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been or will be duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s or require a consent or waiver under, its Articles of Incorporation or its Bylaws, in By-Laws (each case as amended, or, in any material respect, amended to date) or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company on or prior to the Closing pursuant to Section 5 (the "Ancillary Agreements"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms. Except as set forth on Schedule 3.7, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company: (i) will not violate any provision of Applicable Law law applicable to the Company; and (ii) will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s Articles its Restated Certificate of Incorporation or its BylawsBylaws (each as amended to date and presently in effect), in each case as amended, or, in any material respect, or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the Closing pursuant to Section 2 (the "Ancillary Agreements"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law applicable law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s Articles or require a consent or waiver under, its Certificate of Incorporation or its Bylaws, in By-laws (each case as amended, or, in amended to date) or any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company which would have a material adverse effect on the business, properties or results of operations of the Company (a "Material Adverse Effect").

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company on or prior to Initial Closing and any Subsequent Closing pursuant to Section 5.4 (the "ANCILLARY AGREEMENTS"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s its Articles of Incorporation or its BylawsBy-laws (each as amended to date and presently in effect), in each case as amended, or, in any material respect, or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, deliverydelivery and performance ----------------------- by the Company of this Agreement and all other agreements required to be executed by the Company on or prior to the Closing pursuant to Section 5.4 (the "Ancillary Agreements"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s or require a consent or waiver under, its Articles of Incorporation or its Bylaws, in By-laws (each case as amended, or, in amended to date) or any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company or the Canadian Subsidiary is a party or by which it either corporation or any of its respective properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company or the Canadian Subsidiary.