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

Authorization of Agreement; No Violation. (a) Seller has the corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the sale, assignment, transfer and delivery of the Purchased Stock and the consummation of the other transactions provided for hereby have been duly and validly authorized by all necessary corporate and other action of Seller and the Company. This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law).

Authorization of Agreement; No Violation. (a) Seller Purchaser has the corporate power and authority to enter into this Agreement, to acquire and own the Purchased Stock, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement, the sale, assignment, transfer and delivery purchase of the Purchased Stock and the consummation of the other transactions provided for hereby have been duly and validly authorized by all necessary corporate and other action of Seller and the CompanyPurchaser. This Agreement has been duly and validly executed and delivered by Seller Purchaser and, assuming the due authorization, execution and delivery by PurchaserSeller, constitutes a legal, valid and binding obligation of Seller Purchaser enforceable against Seller Purchaser in accordance with its terms, except as such enforceability may be limited or affected by (i) bankruptcy, insolvency, reorganization, moratorium, liquidation, arrangement, fraudulent transfer, fraudulent conveyance and other similar laws (including, without limitation, court decisions) now or hereafter in effect and affecting the rights and remedies of creditors generally or providing for the relief of debtors, (ii) the refusal of a particular court to grant equitable remedies, including, without limitation, specific performance and injunctive relief, and (iii) general principles of equity (regardless of whether such remedies are sought in a proceeding in equity or at law).