Common use of Authority of the Seller Clause in Contracts

Authority of the Seller. The execution and delivery by the Seller of the Agreement and the performance by the Seller of its obligations hereunder, have been duly and validly authorized by all requisite corporate action on the part of the Seller. The Agreement, when executed and delivered, will be legally valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights, and general principles of equity that restrict the availability of equitable remedies. To the Seller's knowledge, the execution and delivery of the Agreement by the Seller and the performance by the Seller of its obligations hereunder do not, and will not at any time Purchaser delivers a Purchase Notice, (i) conflict with or violate the provisions of the Seller's Charter or Bylaws, (ii) require on the part of the Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, lien, encumbrance or other arrangement to which the Seller is a party or by which Seller is bound or to which the Seller's assets are subject, (iv) result in the imposition of any security interest upon any assets of the Seller or (v) violate or contravene any United States federal or state statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award.