Common use of Authorization, Binding Effect and No Conflicts Clause in Contracts

Authorization, Binding Effect and No Conflicts. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (ii) general principles of equity. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller is subject, (y) violate any order, judgment or decree applicable to Seller, or (z) conflict with, or result in a breach or default under, any term or condition of the Articles of Incorporation or the Bylaws of Seller, or any agreement or other instrument to which Seller is a party or by which Seller may be bound; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation by Seller Buyer of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement has been duly and validly executed and delivered by Seller Buyer and constitutes the valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (ii) general principles of equity. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller is subject, (y) violate any order, judgment or decree applicable to Seller, or (z) conflict with, or result in a breach or default under, any term or condition of the Articles of Incorporation or the Bylaws of Seller, or any agreement or other instrument to which Seller is a party or by which Seller may be bound; except, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (ii) general principles of equity. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller is subject, (y) violate any order, judgment or decree applicable to Seller, or (z) conflict with, ' or result in a breach or default under, any term or condition of the Articles of Incorporation or the Bylaws of Seller, or any agreement or other instrument to which Seller is a party or by which Seller may be bound; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The execution, delivery and performance by Seller Acquirer of this Agreement and the consummation by Seller Acquirer of the transactions contemplated thereby have been duly authorized by all necessary corporate action partners on the part of SellerAcquirer. This Agreement has been duly and validly executed and delivered by Seller Acquirer and constitutes the valid and binding obligation of SellerAcquirer, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (ii) general principles of equity. The execution, delivery and performance by Seller Acquirer of this Agreement and the consummation by Seller Acquirer of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller Acquirer is subject, (y) violate any order, judgment or decree applicable to SellerAcquirer, or (z) conflict with, or result in a breach or default under, any term or condition of the Acquirer's Articles of Incorporation or the Bylaws of SellerBy-Laws, or any agreement or other instrument to which Seller Acquirer is a party or by which Seller Acquirer may be bound; except, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation by Seller Buyer of the transactions contemplated thereby hereby have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement has been duly and validly executed and delivered by Seller Buyer and constitutes the valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, subject to (ia) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (iib) general principles of equity. The execution, delivery and performance by Seller Buyer of this Agreement and the consummation by Seller Buyer of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller Buyer is subject, (y) violate any order, judgment or decree applicable to SellerBuyer, or (z) conflict with, or result in a breach or default under, any term or condition of the Articles of Incorporation or the Bylaws of SellerBuyer, or any agreement or other instrument to which Seller Buyer is a party or by which Seller Buyer may be bound; exceptexcept where such violation, in each caseconflict, for violationsbreach or default would not, conflicts, breaches individually or defaults which in the aggregate would not aggregate, reasonably be expected to materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The ---------------------------------------------- execution, delivery and performance by Seller Buyer of this Agreement and the consummation by Seller Buyer of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of SellerBuyer. This Agreement has been duly and validly executed and delivered by Seller Buyer and constitutes the valid and binding obligation of SellerBuyer, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (ii) general principles of equity. The execution, delivery and performance by Seller Sellers of this Agreement and the consummation by Seller Sellers of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller Sellers or Buyer is subject, (y) violate any order, judgment judgement or decree applicable to SellerSellers or Buyer, or (z) conflict with, or result in a breach or default under, any term or condition of the Articles of Incorporation or the Bylaws of SellerBuyer, or any agreement or other instrument to which Seller is Sellers are a party or by which Seller Sellers may be bound; except, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The execution, execution and delivery and performance by Seller of this Agreement by Seller and the consummation by Seller of the such transactions contemplated thereby have been duly and validly authorized by all necessary corporate action and no other corporate action on the part of SellerSeller or stockholder vote is necessary to authorize this Agreement or to consummate such transactions. This Agreement has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, generally and (ii) general principles of equity. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller is subject, (y) violate any order, judgment or decree applicable to Seller, or (z) conflict with, or result in a breach or default under, any term or condition of the Articles Certificate of Incorporation or the Bylaws of Seller, or any agreement or other instrument to which Seller is a party or by which Seller may be bound; exceptexcept where such violation, in each caseconflict, for violationsbreach or default would not, conflicts, breaches individually or defaults which in the aggregate would not aggregate, reasonably be expected to (1) have a Material Adverse Effect or (2) materially hinder or impair the consummation of the transactions contemplated hereby.

Authorization, Binding Effect and No Conflicts. The execution, delivery and performance by Seller Assignor of this Agreement and the consummation by Seller Assignor of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of SellerAssignor. This Agreement has been duly and validly executed and delivered by Seller Assignor and constitutes the valid and binding obligation of SellerAssignor, enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency or other similar laws relating to creditors' rights generally, and (ii) general principles of equity. The To the best knowledge of the Assignor, the execution, delivery and performance by Seller Assignor of this Agreement and the consummation by Seller Assignor of the transactions contemplated hereby will not (x) violate any provision of law, rule or regulation to which Seller Assignor is subject, (y) violate any order, judgment judgement or decree applicable to SellerAssignor, or (z) conflict with, or result in a breach or default under, any term or condition of the Articles of Incorporation or the Bylaws of SellerAssignor, or any agreement or other instrument to which Seller Assignor is a party or by which Seller Assignor may be bound; except, in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.