Common use of Authorization of Agreement; No Violation Clause in Contracts

Authorization of Agreement; No Violation. The board of directors of Xxxxx has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby. Xxxxx has delivered to Seller true and complete copies, certified by Xxxxx’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

Authorization of Agreement; No Violation. The board Buyer has all necessary corporate power and authority to execute, deliver and perform this Agreement. Buyer's Board of directors of Xxxxx Directors has duly authorized the execution execution, delivery and delivery performance of this Agreement and the Other Transaction Documents and the consummation of the purchase of the shares of Common Stock to be purchased by it under this Agreement and the other transactions contemplated herebyby this Agreement. Xxxxx This Agreement has delivered to Seller true been duly executed by or on behalf of Buyer and complete copiesconstitutes the legal, certified by Xxxxx’s Secretaryvalid and binding obligation of Buyer, of the resolutions which have been adopted by enforceable against Buyer in accordance with its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactionsterms. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) in this Agreement (i) will violate or conflict with the amended and restated articles any provision of incorporation Buyer' s Certificate of Incorporation or amended and restated by-laws of Bylaws or any law, rule or regulation applicable to Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii) is prohibited by or or, except for the filing of a Form 10-D with the SEC, requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person person, (iv) will cause any acceleration of maturity of any note, instrument or other obligation to which Buyer is a party or by which Buyer is bound or with respect to which Buyer is an obligor or guarantor or (ivv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever whatever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

Authorization of Agreement; No Violation. The board of directors of Xxxxx Seller has duly authorized the execution all necessary corporate or other power and delivery of authority to execute, deliver and perform this Agreement and to consummate the Other Transaction Documents sale of the shares of Common Stock and the consummation of the other transactions contemplated herebyby this Agreement. Xxxxx This Agreement has delivered to Seller true and complete copies, certified been duly executed by Xxxxx’s Secretary, or on behalf of the resolutions which have been adopted by its board of directors authorizing such execution Seller and delivery constitutes the legal, valid and the purchase binding obligation of the AssetsSeller, and enforceable against the consummation of such other transactionsSeller in accordance with its terms. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) in this Agreement (i) will violate the Certificate of Incorporation or conflict with Bylaws, if any, of the amended and restated articles of incorporation Company or amended and restated by-laws of Buyerany law, rule or regulation applicable to the Company or any Seller, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer the Seller is a party or by which Buyer the Seller is bound or to which any property or asset of Buyer the Seller is subject, (iii) is prohibited by or requires Buyer to the Seller obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person person, (iv) will cause any acceleration of maturity of any note, instrument or other obligation to which the Seller is a party or by which the Seller is bound or with respect to which any Seller is an obligor or guarantor or (ivv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever whatever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyerthe Seller.

Authorization of Agreement; No Violation. The board of directors of Xxxxx Buyer has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby. Xxxxx Buyer has delivered to Seller true and complete copies, certified by XxxxxBuyer’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

Authorization of Agreement; No Violation. The board Sellers and Directors of directors of Xxxxx has each Company have duly authorized the execution and delivery of this Agreement and the Other Transaction Documents sale and the consummation of the other transactions contemplated hereby. Xxxxx has Sellers have delivered to Seller Buyer true and complete copies, certified by Xxxxxeach Company’s Secretary, of the resolutions which have been adopted by its board of directors each Company’s Directors authorizing such execution and delivery and the purchase of the Assets, such sale and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for contemplated hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with any of the amended and restated articles of incorporation Companies' charter documents or amended and restated by-laws of Buyerlaws, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer any of the Sellers or Companies is a party or by which Buyer any of the Sellers or Companies is bound bound, or to which any property or asset of Buyer each of them is subject, (iii) is prohibited by or requires Buyer any of Sellers or the Companies to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person person, (iv) will cause any acceleration of the maturity of any note, instrument or other obligation to which any of the Sellers or Companies is a party, or by which any of them is bound or is an obligor or guarantor, or (ivv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyerthe Companies.

Authorization of Agreement; No Violation. The board of directors of Xxxxx Buyer has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents and the consummation of the other transactions contemplated hereby. Xxxxx , Buyer has delivered to Seller true and complete copies, . certified by XxxxxBuyer’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, . the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii1ii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, . ordinance, regulation, rule, . judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien, . claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.

Authorization of Agreement; No Violation. The board of directors of Xxxxx Buyer has duly authorized the execution and delivery of this Agreement and the Other Transaction Documents Documents, the issuance and delivery of the shares of Common Stock to be issued to Seller hereunder (including the Stock and any True Up Shares issuable pursuant to Section 2.12) and the consummation of the other transactions contemplated hereby. Xxxxx Buyer has delivered to Seller true and complete copies, certified by XxxxxBuyer’s Secretary, of the resolutions which have been adopted by its board of directors authorizing such execution and delivery and the purchase of the Assets, the issuance and delivery of the shares of Common Stock to be issued to Seller hereunder (including the Stock) and the consummation of such other transactions. Neither the execution, delivery or performance of this Agreement or the Other Transaction Documents nor the consummation of any of the transactions provided for hereby or thereby (including, without limitation, the issuance of the Stock and the True Up Shares and the issuance, execution and delivery of the Stock Certificates) (i) will violate or conflict with the amended and restated articles of incorporation or amended and restated by-laws of Buyer, (ii) will conflict with or result in any breach of or default under any provision of any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which any property or asset of Buyer is subject, (iii) is prohibited by or requires Buyer to obtain or make any consent, authorization, approval, registration or filing under any statute, law, ordinance, regulation, rule, judgment, decree or order of any court or governmental agency, board, bureau, body, department or authority, or of any other person or (iv) will result in the creation or imposition of any lien, claim, charge, restriction, equity or encumbrance of any kind whatsoever upon or give to any other person any interest or right (including any right of termination or cancellation) in or with respect to any of the properties, assets, business, agreements or contracts of Buyer.