Common use of AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW Clause in Contracts

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller has full corporate power and authority to enter into this Agreement and the other agreements and documents to be executed and delivered by it at Closing as contemplated hereby, including, without limitation, the Related Agreements (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board of directors of Seller. This Agreement has been duly executed and delivered by Seller, and is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms and the Closing Documents and will, when executed and delivered by Seller at Closing, constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms. The execution, delivery and performance of this Agreement and the Closing Documents will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-Laws of Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Seller is a party or by which Seller or the Purchased Assets may be bound or affected; or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller is a party or by which Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by Seller from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer shall cooperate with Seller with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller will deliver to Buyer at the Closing true and complete copies of all resolutions of its shareholders, if required, and board of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its respective Secretary or Assistant Secretary as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller has and PictureTel each have full corporate power and authority to enter into this Agreement and the other agreements and documents to be executed and delivered by it them at Closing as contemplated hereby, including, without limitation, the Related Agreements hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board boards of directors of SellerSeller and PictureTel. This Agreement has been duly executed and delivered by SellerSeller and PictureTel, and is a valid and binding obligation of each of Seller and PictureTel enforceable against Seller and PictureTel in accordance with its terms and the Closing Documents and will, when executed and delivered by Seller and PictureTel at Closing, constitute valid and binding obligations of Seller and PictureTel enforceable against Seller and PictureTel in accordance with their terms. The execution, delivery and performance of this Agreement and the Closing Documents will not (i) conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws of Seller or PictureTel or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Seller or PictureTel is a party or by which Seller or PictureTel or the Purchased Assets may be bound or affected; or (ii) except as set forth in SCHEDULE 3.02, result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller or PictureTel is a party or by which Seller or PictureTel or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by Seller or PictureTel from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer and Spectel Ireland shall cooperate with Seller and PictureTel with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller and PictureTel will deliver to Buyer at the Closing true and complete copies of all resolutions of its their shareholders, if required, and board boards of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its their respective Secretary or Assistant Secretary as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller has full corporate power and authority to enter into this Agreement and the other agreements and documents to be executed and delivered by it at Closing as contemplated hereby, including, without limitation, the Related Agreements hereby (collectively, the "“Closing Documents"”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board of directors of Seller. This Agreement has been duly executed and delivered by SellerSeller and Shareholders, and is a valid and binding obligation of Seller and Shareholders enforceable against Seller and Shareholders in accordance with its terms and the Closing Documents and will, when executed and delivered by Seller and Shareholders at Closing, constitute valid and binding obligations of Seller and Shareholders enforceable against Seller and Shareholders in accordance with their terms. The execution, delivery and performance of this Agreement and the Closing Documents will not (i) conflict with or result in a breach or violation of any provision of the Certificate Articles of Incorporation Organization or By-Laws of Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Seller or any of the Shareholders is a party or by which Seller or the Purchased Assets may be bound or affected; or (ii) except as set forth in Schedule 3.02, result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller or any of the Shareholders is a party or by which Seller Seller, the Shareholders or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by Seller or any of the Shareholders from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer shall cooperate with Seller and Shareholders with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller will deliver to Buyer at the Closing true and complete copies of all resolutions of its shareholders, if required, and board of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its respective Secretary Clerk or Assistant Secretary Clerk as of the Closing Date.. Back to Contents

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller Seller, LWG and Parent each has full corporate power and authority to enter into this Agreement Agreement, the Related Agreements and the any other agreements and documents to be executed and delivered by it them at Closing as contemplated hereby, including, without limitation, the Related Agreements hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement Agreement, the Related Agreements and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board of directors each of Seller, LWG and Parent. This Agreement has been duly executed and delivered by Seller, LWG and Parent, and is a valid and binding obligation of Seller each of Seller, LWG and Parent, enforceable against Seller in accordance with its terms and the Related Agreements and the Closing Documents and will, when executed and delivered by Seller Seller, LWG and Parent at Closing, constitute valid and binding obligations of Seller each of Seller, LWG and Parent, enforceable against Seller in accordance with their terms. The execution, delivery and performance of this Agreement Agreement, the Related Agreements and the Closing Documents will not (i) conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws of Seller or the Memorandum and Articles of Association of LWG and Parent or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Seller Seller, LWG or Parent is a party or by which Seller Seller, LWG or Parent or the Purchased Assets may be bound or affected; or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller Seller, LWG or Parent is a party or by which Seller Seller, LWG or Parent or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by Seller Seller, LWG or Parent from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer shall cooperate with Seller Seller, LWG and Parent, with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller Seller, LWG and Parent will each deliver to Buyer at the Closing true and complete copies of all resolutions of its shareholders, if required, and board of directors by which the execution, delivery and performance of this Agreement Agreement, the Related Agreements and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its respective the Secretary or Assistant Secretary of each of Seller, LWG and Parent as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller has full corporate power and authority to enter into this Agreement Agreement, the Related Agreements and the other agreements and documents to be executed and delivered by it at Closing as contemplated hereby, including, without limitation, the Related Agreements hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board of directors of Seller. This Agreement has been duly executed and delivered by Seller, and is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms and the Closing Documents and will, when executed and delivered by Seller at Closing, constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms. The execution, delivery and performance of this Agreement and the Closing Documents will not (i) conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws of Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Seller is a party or by which Seller or the Purchased Assets may be bound or affected; or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller is a party or by which Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by Seller from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer shall cooperate with Seller with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller will deliver to Buyer at the Closing true and complete copies of all resolutions of its shareholders, if required, shareholders and board of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its respective the Secretary or Assistant Secretary of Seller as of the Closing Date. Seller shall also deliver evidence satisfactory to Buyer that any security interest or lien in any of the Purchased Assets has been released on or prior to the Closing.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller has Subject to the entry of the Sale Order, Sellers have full corporate power and authority to enter into this Agreement Agreement, the Related Agreements and the any other agreements and documents to be executed and delivered by it at Closing as contemplated hereby, including, without limitation, the Related Agreements hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board of directors of SellerSellers. This Agreement has been duly executed and delivered by each Seller, and is a valid and binding obligation of each Seller enforceable against Seller in accordance with its terms and the Closing Documents and will, when executed and delivered by each Seller at Closing, constitute valid and binding obligations of each Seller enforceable against Seller in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditor's rights generally and by legal and equitable limitations on the availability of specific remedies. The Except as set forth on Schedule 3.02 and upon entry of the Sale Order, the execution, delivery and performance of this Agreement and the Closing Documents will not to the Sellers' Knowledge (i) conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws or any other applicable organizational documents of either Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which either Seller is a party or by which any Seller or the Purchased Assets may be bound or affected; or (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Seller any of the Sellers is a party or by which any Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by any Seller from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer shall cooperate with Seller Sellers with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller Sellers will deliver to Buyer at the Closing true and complete copies of all resolutions of its shareholders, if required, and board their boards of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its respective the Secretary or Assistant Secretary of each Seller as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Seller has full corporate power and authority to enter into this Agreement and the other agreements and documents to be executed and delivered by it at the Closing as contemplated hereby, including, without limitation, the Related Agreements hereby (collectively, the "“Closing Documents"”), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and board of directors of Seller. This Agreement has been duly executed and delivered by SellerSeller and Shareholders, and is a valid and binding obligation of Seller and Shareholders enforceable against Seller and Shareholders in accordance with its terms and the Closing Documents and will, when executed and delivered by Seller and Shareholders at Closing, constitute valid and binding obligations of Seller and Shareholders enforceable against Seller and Shareholders in accordance with their terms. The execution, delivery and performance of this Agreement and the Closing Documents will not (i) conflict with or result in a breach or violation of any provision of the Certificate Articles of Incorporation or By-Laws of Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which either of the Seller or Shareholders is a party or by which Seller Seller, Shareholders or the Purchased Assets may be bound or affected; or (ii) except as set forth in Schedule 3.02, result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any lien, encumbrance, security agreement, charge, pledge, equity or other claim or right of any person in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which either of the Seller or Shareholders is a party or by which Seller the Seller, Shareholders or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the Seller or Shareholders from any Federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed. Buyer shall cooperate with Seller and Shareholders with respect to the aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller will deliver to Buyer at the Closing true and complete copies of all resolutions of its shareholders, if required, and board of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby were authorized, certified by its respective Secretary or Assistant Secretary as of the Closing Date.