Common use of Authorization; Enforceability; No Breach Clause in Contracts

Authorization; Enforceability; No Breach. Framewaves has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of Framewaves enforceable against Framewaves in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' rights. The execution, delivery and performance of this Agreement by Framewaves and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter or By-Laws of Framewaves; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Framewaves is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Framewaves, or upon the properties or business of Framewaves; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect on the business or operations of Framewaves.

Authorization; Enforceability; No Breach. Framewaves INVU has all the necessary corporate power and authority to execute this Agreement and perform its respective obligations hereunder. This Agreement constitutes the valid and binding obligation of Framewaves INVU, enforceable against Framewaves it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' ’ rights. The execution, delivery and performance of this Agreement by Framewaves INVU and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter Articles of Incorporation or By-Laws of Framewavessuch entity; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Framewaves either such entity is a party or by or to which it or any of its respective assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Framewaveseither such entity, or upon the its respective properties or business of Framewavesbusiness; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein herein, which could have a Material Adverse Effect on the business or operations of Framewaveseither entity.

Authorization; Enforceability; No Breach. Framewaves AMCO has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of Framewaves AMCO enforceable against Framewaves it in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' ’ rights. The execution, delivery and performance of this Agreement by Framewaves AMCO and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter Articles of Incorporation or By-Laws of FramewavesAMCO; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (( or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Framewaves AMCO is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, FramewavesDraco Resources, or upon the properties or business of Framewaves; orAMCO; (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect material adverse effect on the business or operations of FramewavesAMCO.

Authorization; Enforceability; No Breach. Framewaves Merger Sub has all necessary corporate power and authority to execute this Agreement and perform its obligations hereunder. This Agreement constitutes the valid and binding obligation of Framewaves Merger Sub enforceable against Framewaves Merger Sub in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency or other similar laws generally affecting the enforcement of creditors' ’ rights. The execution, delivery and performance of this Agreement by Framewaves Merger Sub and the consummation of the transactions contemplated hereby will not: (a) violate any provision of the Charter Certificate of Incorporation or By-Laws of FramewavesMerger Sub; (b) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Framewaves Merger Sub is a party or by or to which it or any of its assets or properties may be bound or subject; (c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, FramewavesMerger Sub, or upon the properties or business of FramewavesMerger Sub; or (d) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a Material Adverse Effect material adverse effect on the business or operations of FramewavesMerger Sub.