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

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has full corporate power and authority to enter into this Agreement and the Related Agreements, 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 Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms and the Related Agreements will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements will not (i) conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws of the Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller is a party or by which the 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 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 the Seller is a party or by which the Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the 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 except where the failure to obtain such authorizations or to make such filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or the transactions contemplated hereby.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The 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 AgreementsAgreements (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 Related Agreements 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 the Seller, and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms and the Related Agreements Closing Documents and will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements 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 the Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller is a party or by which the Seller or the Purchased Assets may be bound or affected; or (ii) except as set forth in Schedule 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 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 the Seller is a party or by which the Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the Seller from any federalFederal, 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 except where filed. Buyer shall cooperate with Seller with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or 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 herebyhereby and thereby were authorized, certified by its respective Secretary or Assistant Secretary as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The 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 AgreementsAgreements (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 Related Agreements 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 the Seller, and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms and the Related Agreements Closing Documents and will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements 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 the Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller is a party or by which the 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 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 the Seller is a party or by which the Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the Seller from any federalFederal, 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 except where filed. Buyer shall cooperate with Seller with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or 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 herebyhereby and thereby were authorized, certified by its respective Secretary or Assistant Secretary as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has full corporate power and authority to enter into this Agreement Agreement, the Ancillary Agreements and the Related AgreementsSeller's Closing Documents, to consummate the transactions contemplated hereby and thereby and to perform its their respective obligations hereunder and thereunder. The execution, delivery of and performance of this Agreement Agreement, the Ancillary Agreements and the Related Agreements Seller's 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 Seller. This Agreement has and the Ancillary Agreements have been duly executed and delivered by the Seller, Seller and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms and the Related Agreements will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such as enforcement may be limited by the effect of all applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium, moratorium or similar laws from at any time to time generally in effect which affect with respect to the enforcement of creditors’ rights generally ' rights, and by legal and equitable limitations on the enforceability principles of specific remediesequity. The execution, delivery of and performance of this Agreement Agreement, the Ancillary Agreements and the Related Agreements Seller's 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 Organization of the Seller or of any orderprovision of any material agreement or instrument of Seller (including, writwithout limitation, injunction, judgment, decree, law, statute, rule its bylaws) or regulation to which the Seller is a party or by which the Seller or the Purchased Assets may be bound is 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 in law, regulation, judgment, order or to the Purchased Assets under the terms, conditions or provisions decree of any note, bond, mortgage, indenture, license, agreement court or other instrument or obligation governmental authority to which the Seller is a party or by which the Seller or the Purchased Assets may be boundis bound or to which it is subject. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the 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 by regulation of any such government or agency shall have been made in such form as is acceptable as filed except where or as may be amended. No approval of shareholders of Seller is required by the failure to obtain such authorizations or to make such filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or Articles of Organization of Seller in connection with the transactions contemplated herebyby this Agreement.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has full corporate power and authority to enter into this Agreement and the Related Agreementsother agreements and documents to be executed and delivered by it at Closing as contemplated 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 Related Agreements 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 the SellerSeller and Shareholders, and is a valid and legally binding obligation of the Seller and Shareholders enforceable against the Seller and Shareholders in accordance with its terms and the Related Agreements Closing Documents and will, when executed and delivered by the Seller and Shareholders at Closing, constitute valid and binding obligations of the Seller and Shareholders enforceable against the Seller and Shareholders in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements 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 the Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Seller or any of the Seller Shareholders is a party or by which the 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 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 Seller 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 Seller or any of the Seller Shareholders from any federalFederal, 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 except where filed. Buyer shall cooperate with Seller and Shareholders with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or 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.hereby and thereby were authorized, certified by its respective Clerk or Assistant Clerk as of the Closing Date. Back to Contents

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has Subject to the entry of the Sale Order, Sellers have full corporate power and authority to enter into this Agreement and Agreement, the Related AgreementsAgreements and any other agreements and documents to be executed and delivered by it at Closing as contemplated 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 Related Agreements 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 SellerSellers. This Agreement has been duly executed and delivered by the each Seller, and is a valid and legally binding obligation of the each Seller enforceable against the Seller in accordance with its terms and the Related Agreements Closing Documents will, when executed and delivered by the each Seller at Closing, constitute valid and binding obligations of the each Seller enforceable against the Seller in accordance with their respective terms, in each case except where as such enforcement enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws from time to time in effect which affect creditors’ creditor's rights generally and by legal and equitable limitations on the enforceability 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 Related Agreements 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 the either Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the either Seller is a party or by which the any 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 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 any of the Seller Sellers is a party or by which the any Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the any Seller from any federalFederal, 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 except where filed. Buyer shall cooperate with Sellers with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or extent necessary to obtain said authorizations. Sellers will deliver to Buyer at the Closing true and complete copies of all resolutions of 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 herebyhereby and thereby were authorized, certified by the Secretary or Assistant Secretary of each Seller as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller Seller, LWG and Parent each has full corporate power and authority to enter into this Agreement and Agreement, the Related AgreementsAgreements and any other agreements and documents to be executed and delivered by them at Closing as contemplated 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 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 each of Seller, LWG and Parent. This Agreement has been duly executed and delivered by the Seller, LWG and Parent, and is a valid and legally binding obligation of the Seller each of Seller, LWG and Parent, enforceable against the Seller in accordance with its terms and the Related Agreements and the Closing Documents will, when executed and delivered by the Seller Seller, LWG and Parent at Closing, constitute valid and binding obligations of the Seller each of Seller, LWG and Parent, enforceable against the Seller in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and 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 Seller Memorandum and Articles of Association of LWG and Parent or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller Seller, LWG or Parent is a party or by which the Seller Seller, LWG or Parent 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 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 the Seller Seller, LWG or Parent is a party or by which the 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 the Seller Seller, LWG or Parent from any federalFederal, 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 except where filed. Buyer shall cooperate with Seller, LWG and Parent, with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or extent necessary to obtain said authorizations. Seller, LWG and Parent will each deliver to Buyer at the Closing true and complete copies of all resolutions of its board of directors by which the execution, delivery and performance of this Agreement, the Related Agreements and the Closing Documents and the consummation of the transactions contemplated herebyhereby and thereby were authorized, certified by the Secretary or Assistant Secretary of each of Seller, LWG and Parent as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has and PictureTel each have full corporate power and authority to enter into this Agreement and the Related Agreementsother agreements and documents to be executed and delivered by them at Closing as contemplated 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 Related Agreements 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 Sellershareholders and boards of directors of Seller and PictureTel. This Agreement has been duly executed and delivered by the SellerSeller and PictureTel, and is a valid and legally binding obligation of the each of Seller and PictureTel enforceable against the Seller and PictureTel in accordance with its terms and the Related Agreements Closing Documents will, when executed and delivered by the Seller and PictureTel at Closing, constitute valid and binding obligations of the Seller and PictureTel enforceable against the Seller and PictureTel in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements 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 the Seller or PictureTel or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller or PictureTel is a party or by which the Seller or PictureTel or the Purchased Assets may be bound or affected; or (ii) except as set forth in Schedule 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 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 the Seller or PictureTel is a party or by which the 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 the Seller or PictureTel from any federalFederal, 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 except where filed. Buyer and Spectel Ireland shall cooperate with Seller and PictureTel with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or extent necessary to obtain said authorizations. Seller and PictureTel will deliver to Buyer at the Closing true and complete copies of all resolutions of their shareholders, if required, and boards of directors by which the execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated herebyhereby and thereby were authorized, certified by their respective Secretary or Assistant Secretary as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller Buyer has full corporate power and authority to enter into this Agreement Agreement, the Ancillary Agreements and the Related AgreementsBuyer's Closing Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery of and performance of this Agreement Agreement, the Ancillary Agreements and the Related Agreements Buyer's 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 SellerBuyer. This Agreement has and the Ancillary Agreements have been duly executed and delivered by the Seller, Buyer and is a valid and legally binding obligation of the Seller Buyer enforceable against the Seller in accordance with its terms and the Related Agreements will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such as enforcement may be limited by the effect of all applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium, moratorium or similar laws from at any time to time generally in effect which affect with respect to the enforcement of creditors’ rights generally ' rights, and by legal and equitable limitations on the enforceability principles of specific remediesequity. The execution, delivery and performance of this Agreement Agreement, the Ancillary Agreements and the Related Agreements Buyer's 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 laws of the Seller Buyer or of any orderprovision of any material agreement or instrument of Buyer or to which Buyer is a party or of any law, writ, injunctionregulation, judgment, decree, law, statute, rule order or regulation decree of any court or governmental authority to which the Seller Buyer is a party or by which the Seller or the Purchased Assets may be Buyer is 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 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 the Seller it is a party or by which the Seller or the Purchased Assets may be boundsubject. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the Seller Buyer 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 by regulation of any such government or agency shall have been made in such form as is acceptable as filed except where or as may be amended. No approval of the failure to obtain such authorizations stockholders of Buyer is required by the Certificate of Incorporation or to make such filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or By-laws of Buyer in connection with the transactions contemplated herebyby this Agreement.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has full corporate power and authority to enter into this Agreement and the Related Agreementsother agreements and documents to be executed and delivered by it at the Closing as contemplated 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 Related Agreements 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 the SellerSeller and Shareholders, and is a valid and legally binding obligation of the Seller and Shareholders enforceable against the Seller and Shareholders in accordance with its terms and the Related Agreements Closing Documents will, when executed and delivered by the Seller and Shareholders at Closing, constitute valid and binding obligations of the Seller and Shareholders enforceable against the Seller and Shareholders in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements 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 the 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 the 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 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 the Seller 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 federalFederal, 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 except where filed. Buyer shall cooperate with Seller and Shareholders with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures will not be materially adverse to the Purchased Assets taken as a whole or 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 herebyhereby and thereby were authorized, certified by its respective Secretary or Assistant Secretary as of the Closing Date.

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has full corporate power and authority to enter into this Agreement Agreement, the Related Agreements and the Related Agreementsother agreements and documents to be executed and delivered by it at Closing as contemplated 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 Related Agreements 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 Seller. This Agreement has been duly executed and delivered by the Seller, and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms and the Related Agreements Closing Documents will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements 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 the Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller is a party or by which the 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 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 the Seller is a party or by which the Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the Seller from any federalFederal, 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 except where filed. Buyer shall cooperate with Seller with respect to the failure to obtain such authorizations or to make such aforesaid filings, notifications or disclosures to the extent necessary to obtain said authorizations. Seller will not be materially adverse deliver to Buyer at the Closing true and complete copies of all resolutions of its 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 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 taken as a whole has been released on or prior to the transactions contemplated herebyClosing.