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

Authorization of Agreement; No Violation. Buyer's Board of Directors has duly authorized the execution and delivery of this Agreement and the purchase and the consummation of the other transactions contemplated hereby. Buyer has delivered to Sellers a true and complete copy, certified by its Secretary, of the resolutions, which have been duly adopted by its Board of Directors authorizing such execution and delivery and such purchase and the consummation of such other transactions. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement by Buyer nor the consummation of any of the transactions contemplated hereby (i) will violate or conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer or (ii) will 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 the properties or assets of Buyer are subject. Buyer has delivered to Sellers copies of its Certificate of Incorporation and all amendments thereto and a copy of its Bylaws, which are true and complete copies of such instruments as in effect on the date of this Agreement. All consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by the Buyer and which are necessary for the consummation of the transactions contemplated by this Agreement have been, or will be prior to the Closing Date, obtained and satisfied.

Authorization of Agreement; No Violation. Buyer's Board Buyer has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms of Directors this Agreement. Buyer has duly authorized the execution execution, delivery and delivery performance of this Agreement and the purchase of the Stock from Seller and the consummation of the other transactions contemplated hereby. No other corporate proceedings on the part of Buyer has delivered are necessary to Sellers a true and complete copy, certified by its Secretary, of authorize this Agreement or the resolutions, which have been duly adopted by its Board of Directors authorizing such execution and delivery and such purchase and the consummation of such other transactionstransactions contemplated hereby. This Agreement has been duly executed and all such other agreements and written obligations entered into and undertaken in connection with delivered by Buyer and, assuming this Agreement constitutes the transactions contemplated hereby constitute the legal, valid and legally binding obligations obligation of Seller, constitutes the legal, valid and binding obligation of Buyer, enforceable against the Buyer in accordance with their respective its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution, delivery or performance of this Agreement by Buyer nor the consummation of any of the transactions contemplated hereby (i) will violate or conflict with any provision of the Certificate of Incorporation or Bylaws By-Laws of Buyer Buyer, or (ii) will result in is prohibited by or, except for filings under the HSR Act requires Buyer to obtain or make any breach of consent, authorization, approval, registration or default under filing with or from 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 the properties or assets of Buyer are subjectPerson. Buyer has delivered to Sellers Seller copies of its Certificate of Incorporation and all amendments thereto and a copy of its BylawsBy-laws, which are true and complete copies of such instruments as in effect on the date of this Agreement. All consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by the Buyer and which are necessary for the consummation of the transactions contemplated by this Agreement have been, or will be prior to the Closing Date, obtained and satisfied.

Authorization of Agreement; No Violation. Buyer's Board of Directors has duly authorized the execution and delivery of this Agreement and the purchase and the consummation of the other transactions contemplated hereby. Buyer has delivered to Sellers Seller a true and complete copy, certified by its Secretary, of the resolutions, which have been duly adopted by its Board of Directors authorizing such execution and delivery and such purchase and the consummation of such other transactions. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement by Buyer nor the consummation of any of the transactions contemplated hereby (i) will violate or conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer or (ii) will 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 the properties or assets of Buyer are subject. Buyer has delivered to Sellers Seller copies of its Certificate of Incorporation and all amendments thereto and a copy of its Bylaws, which are true and complete copies of such instruments as in effect on the date of this Agreement. All consents, approvals, authorizations and other requirements prescribed by any law, rule or regulation which must be obtained or satisfied by the Buyer and which are necessary for the consummation of the transactions contemplated by this Agreement have been, or will be prior to the Closing Date, obtained and satisfied.

Authorization of Agreement; No Violation. Buyer's Board Seller has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms of Directors this Agreement. Seller has duly authorized the execution execution, delivery and delivery performance of this Agreement and the purchase sale of the Stock to Buyer and the consummation of the other transactions contemplated hereby. Buyer has delivered No other corporate proceedings on the part of Seller are necessary to Sellers a true and complete copy, certified by its Secretary, of authorize this Agreement or the resolutions, which have been duly adopted by its Board of Directors authorizing such execution and delivery and such purchase and the consummation of such other transactionstransactions contemplated hereby. This Agreement has been duly executed and all such other agreements and written obligations entered into and undertaken in connection with delivered by Seller and, assuming this Agreement constitutes the transactions contemplated hereby constitute the legal, valid and legally binding obligations obligation of Buyer, constitutes the Buyerlegal, valid and binding obligation of Seller, enforceable against the Buyer Seller in accordance with their respective its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither the execution, delivery or performance of this Agreement by Buyer nor the consummation of any of the transactions contemplated hereby (i) will violate or conflict with any provision of the Certificate of Incorporation or Bylaws By-Laws of Buyer Seller, or (ii) will result in is prohibited by or, except for filings under the HSR Act, requires Seller to obtain any breach of consent, authorization or default under approval, or make any provision of registration or filing with or from any contract or agreement of any kind to which Buyer is a party or by which Buyer is bound or to which the properties or assets of Buyer are subject. Buyer has delivered to Sellers copies of its Certificate of Incorporation and all amendments thereto and a copy of its BylawsPerson, which are true and complete copies of except such instruments as in effect on the date of this Agreement. All consents, approvals, authorizations and other requirements prescribed by any lawapprovals the non-receipt of which, rule individually or regulation which must be obtained or satisfied by in the Buyer aggregate, would result in a Material Adverse Effect on the Company and which are necessary for the consummation of the transactions contemplated by this Agreement have been, or will be prior to the Closing Date, obtained and satisfiedits Subsidiaries taken as a whole.