Common use of Authorization and Noncontravention Clause in Contracts

Authorization and Noncontravention. The execution and delivery of this Agreement by the Seller, and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the provisions of the Articles of Incorporation or Bylaws of the Seller; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Seller pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which the Seller is a party or by which the Seller or any of the Assets is or may be bound, which violation or conflict will have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement in accordance with the terms hereof.

Authorization and Noncontravention. Each Transaction Document has ---------------------------------- been duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each of the Series D Certificate of Designations and the action to increase the number of shares of Common Stock reserved for issuance under the Plan has been duly and validly authorized by all necessary corporate action and the Series D Certificate of Designations has been duly filed with the Secretary of State of the State of Delaware and is in full force and effect. The execution and delivery of this Agreement by the Seller, Company of each Transaction Document and the other agreements provided for hereinand instruments, to be executed and delivered by them in connection herewith do not and the consummation by the Seller of all transactions contemplated hereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, thereby will not: (i) violate any provision of the Certificate of Incorporation or By- Laws of the Company; (ii) except as set forth on Schedule 4(b), with violate any ------------- provision of, or without result in the giving termination or acceleration of, or default under, or entitle any party to accelerate (whether after the filing of notice or the passage lapse of time or both) any obligation under, (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the provisions of the Articles of Incorporation or Bylaws of the Seller; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach creation or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation imposition of any lien, charge charge, pledge, security interest or other encumbrance upon any of the properties or assets of the Seller Company pursuant to, to any indenture, provision of any mortgage, deed of trust lien, lease, agreement, license, or other instrument instrument, or agreement violate any law, regulation, order, arbitration award, judgment or decree to which the Seller Company is a party or by which its property is bound; (iii) violate or conflict with, or create a default under, any other material restriction of any kind or character to which the Seller Company is subject; (iv) require any governmental consent, authorization, filing, approval, or any of the Assets is or exemption, except as may be bound, required by Regulation D promulgated under the Securities Act; or (v) violate any consent decree or requirement to which violation or conflict will have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement in accordance with the terms hereofCompany is subject.

Authorization and Noncontravention. This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery of this Agreement by the Seller, and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller Company of this Agreement and the other agreements provided for hereinand instruments, to be executed and delivered by the Company in connection herewith do not and the consummation by the Seller of the transactions contemplated hereby and thereby, thereby will not, with except as set forth on SCHEDULE 2.2: (i) violate any provision of the Certificate of Incorporation or without By-Laws of the giving Company; (ii) violate any provision of, or result in the termination or acceleration of, or default under, or entitle any party to accelerate (whether after the filing of notice or the passage lapse of time or both) any obligation under, (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the provisions of the Articles of Incorporation or Bylaws of the Seller; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach creation or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation imposition of any lien, charge charge, pledge, security interest or other encumbrance upon any of the properties or assets of the Seller Company pursuant to, to any indenture, provision of any mortgage, deed of trust lien, lease, agreement, license, or other instrument instrument, or agreement violate any law, regulation, order, arbitration award, judgment or decree to which the Seller Company is a party or by which its property is bound; (iii) violate or conflict with, or create a default under, any other material restriction of any kind or character to which the Seller Company is subject; (iv) require any governmental consent, authorization, filing, approval, or any of the Assets is or exemption, except as may be boundrequired by Regulation D promulgated under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"); or (v) violate any consent decree or requirement to which violation or conflict will have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement in accordance with the terms hereofCompany is subject.

Authorization and Noncontravention. Each Transaction Document has ---------------------------------- been duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Series C Certificate of Designations has been duly and validly authorized by all necessary corporate action and has been duly filed with the Secretary of State of the State of Delaware and is in full force and effect. The execution and delivery of this Agreement by the Seller, Company of each Transaction Document and the other agreements provided for hereinand instruments, to be executed and delivered by them in connection herewith do not and the consummation by the Seller of all transactions contemplated hereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, thereby will not: (i) violate any provision of the Certificate of Incorporation or By- Laws of the Company; (ii) except as set forth on Schedule 4(b), with violate any ------------- provision of, or without result in the giving termination or acceleration of, or default under, or entitle any party to accelerate (whether after the filing of notice or the passage lapse of time or both) any obligation under, (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the provisions of the Articles of Incorporation or Bylaws of the Seller; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach creation or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation imposition of any lien, charge charge, pledge, security interest or other encumbrance upon any of the properties or assets of the Seller Company pursuant to, to any indenture, provision of any mortgage, deed of trust lien, lease, agreement, license, or other instrument instrument, or agreement violate any law, regulation, order, arbitration award, judgment or decree to which the Seller Company is a party or by which its property is bound; (iii) violate or conflict with, or create a default under, any other material restriction of any kind or character to which the Seller Company is subject; (iv) require any governmental consent, authorization, filing, approval, or any of the Assets is or exemption, except as may be boundrequired by Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); or (v) violate any consent decree or requirement to which violation or conflict will have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement in accordance with the terms hereofCompany is subject.

Authorization and Noncontravention. The Seller has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Seller, and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby has been duly approved by the Board of Directors and therebythe Shareholders of the Seller. This Agreement has been duly executed and delivered and constitutes a legal, will notvalid and binding obligation of the Seller and each of the Shareholders, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles, and no other proceedings on the part of the Seller or the Shareholders are necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. Except as set forth on Schedule 3.2, neither the execution and delivery by Seller or the Shareholders of this Agreement nor compliance by Seller or the Shareholders with its terms and provisions will: (a) violate any provision of the articles of incorporation or by-laws of the Seller; (b) violate, breach, require any consent, approval or notice, allow any party to demand revision of any term, or, with or without the giving of notice or the passage lapse of time or both, (a) violate the provisions constitute a default or create any right of any lawrenegotiation, rule acceleration or regulation applicable to the Seller; (b) violate the provisions of the Articles of Incorporation or Bylaws of the Seller; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with termination or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Seller pursuant tounder any mortgage, indenture or deed of trust, any indenturecontract provision, mortgagelicense, deed of trust franchise or other instrument or agreement permit to which the Seller is a party or by which Seller or any Shareholder is bound or to which Seller's or a Shareholder's respective properties are subject; or (c) violate any law, statute or regulation or, any injunction, order or decree of any government agency or authority or court to which the Seller or any of the Assets Shareholder is or may be bound, which violation or conflict will have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement in accordance with the terms hereofsubject.

Authorization and Noncontravention. The execution and delivery of this Agreement by the SellerBuyer, and the agreements provided for herein, and the consummation by the Seller Buyer of all the transactions contemplated herebyhereby and thereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the SellerBuyer, enforceable against the Seller Buyer in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller Buyer of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the SellerBuyer; (b) violate the provisions of the Buyer's Articles of Incorporation or Bylaws of the Seller; Association, (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Seller Buyer pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument or agreement to which the Seller Buyer is a party or by which the Seller or any of the Assets Buyer is or may be bound, which violation except in all cases of subsections (c) and (d) above, where the violation, conflict, breach, termination, default, or conflict will acceleration (as the case may be), would not have a material adverse effect on the Buyer or on the ability of the Seller Buyer to perform its obligations under consummate the transactions contemplated by this Agreement Agreement. Schedule 7.02 sets forth a true, correct and complete list of all consents and approvals of third parties that are required in accordance connection with the terms hereofconsummation by the Buyer of the transactions contemplated by this Agreement.