Common use of Authorization of Transaction. Noncontravention Clause in Contracts

Authorization of Transaction. Noncontravention. (a) The Company has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, upon the due execution and delivery by the Buyer, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. Except for such notices, consents, authorizations or approvals, the failure of which to make or obtain would not have a Material Adverse Effect, the Company is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental or Regulatory Authority in order for the parties to consummate the transactions contemplated by this Agreement. (b) Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby (i) will violate any Law, Order or other restriction of any Governmental or Regulatory Authority to which the Company may be subject or any provision of the Company's articles of incorporation or bylaws, except in the case of any Law, Order or other restriction of any Governmental or Regulatory Authority, for violations which would not have a Material Adverse Effect, (ii) will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under, any Contract or Permit to which the Company is a party or by which it is bound or to which any of its assets is subject, except for such breaches, defaults, acceleration or rights to terminate, modify or cancel any Contract which would not have a Material Adverse Effect, (iii) will result in the creation or any imposition of any Lien upon or give to any Person any interest or right (including any right of termination or cancellation) in or with respect to any of the property, assets, business, Contracts or Permits of the Company, except for such Liens, interests or rights that would not have a Material Adverse Effect or (iv) is prohibited by or requires the Company to obtain or make any consent, authorization, approval or registration with or from any Person, except for such consents, authorizations, approvals or registrations as would not have a Material Adverse Effect.

Authorization of Transaction. Noncontravention. (a) The Company Seller has the requisite power corporate power, authority, and authority the legal capacity to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanySeller. This Agreement has been duly executed and delivered by the Company and, Seller and upon the due execution and delivery by the Buyer, will constitute the legal, valid and binding obligation of the CompanySeller, enforceable against it the Seller in accordance with its terms. Except for such notices, consents, authorizations or approvals, the failure of approvals which to make or obtain would not have a Material Adverse Effect, the Company is Seller need not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental or Regulatory Authority in order for the parties to consummate the transactions contemplated by this Agreement. (b) Neither the execution and the delivery of this Agreement Agreement, nor the consummation of the transactions contemplated hereby hereby, will (i) will violate any Law, Order or other restriction of any Governmental or Regulatory Authority to which the Company Seller may be subject or any provision of the CompanySeller's articles of incorporation or bylaws, except in the case of any Law, Order bylaws or other restriction of any Governmental or Regulatory Authority, for violations which would not have a Material Adverse Effect, (ii) will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under, under any Contract or Permit to which the Company Seller is a party or party, by which it the Seller is bound or to which any of its the Seller's assets is subject, except for such breaches, defaults, acceleration acceleration, or rights right to terminate, modify or cancel any Contract which would not have a Material Adverse Effect, (iii) will result in the creation or any imposition of any Lien upon or give to any Person any interest or right (including any right of termination or cancellation) in or with respect to any of the property, assets, business, Contracts or Permits of the Company, except for such Liens, interests or rights that would not have a Material Adverse Effect or (iv) is prohibited by or requires the Company to obtain or make any consent, authorization, approval or registration with or from any Person, except for such consents, authorizations, approvals or registrations as would not have a Material Adverse Effect.

Authorization of Transaction. Noncontravention. (a) The Company Seller has the all requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby to be consummated by it. The Except as set forth on Schedule 3.2, the execution and delivery by the Seller of this Agreement Agreement, the performance by the Seller of its obligations hereunder and the consummation by it of the transactions contemplated hereby to be consummated by it have been or, prior 12 18 to Closing, will be duly and validly authorized by all necessary corporate and shareholder action on the part of the CompanySeller. This Agreement has been duly executed and delivered by the Company and, upon the due execution Seller and delivery by the Buyer, will constitute constitutes the legal, valid and binding obligation of the CompanySeller, enforceable against it the Seller in accordance with its terms. Except for such notices, consents, authorizations or approvals, the failure of which to make or obtain would not have a Material Adverse Effect, the Company is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental or Regulatory Authority in order for the parties to consummate the transactions contemplated by this Agreement. (b) Neither the execution and the delivery by the Seller of this Agreement Agreement, the performance by it of its obligations hereunder, nor the consummation by it of the transactions contemplated hereby will (i) will violate any Law, Order or other restriction of any Governmental or Regulatory Authority to which the Company may be subject or conflict with any provision of the Company's articles Certificate of incorporation Incorporation or bylaws, except in Bylaws of the case of any Law, Order or other restriction of any Governmental or Regulatory Authority, for violations which would not have a Material Adverse EffectSeller, (ii) will violate or conflict withwith any law, result in rule, regulation or any court or administrative order, judgment, decree, injunction or other binding action or requirement of any Governmental Authority to or by which the Seller (or any of its Property) is a party or is bound, (iii) require the approval of or a filing or registration with any Governmental Authority (other than the filing of the Certificate of Merger), (iv) except as set forth on Schedule 3.2, whether after notice or lapse of time or both, violate, breach or conflict with any provision of, constitute a default under, result in the loss of a material benefit under, give the other parties thereto any rights or benefits not otherwise applicable under, or permit the termination or acceleration of any Material Contract, (v) except as set forth on Schedule 3.2, require any authorization, consent or approval of, create in exemption or other action by, or notice to, any party the right to accelerateany Material Contract, terminate, modify or cancel or require any notice under, any Contract or Permit to which the Company is a party or by which it is bound or to which any of its assets is subject, except for such breaches, defaults, acceleration or rights to terminate, modify or cancel any Contract which would not have a Material Adverse Effect, (iiivi) will result in the creation or any imposition of any Lien upon or give to any Person any interest or right (including any right of termination or cancellation) in or with respect to any Property of the property, assets, business, Contracts or Permits of the Company, except for such Liens, interests or rights that would not have a Material Adverse Effect or (iv) is prohibited by or requires the Company to obtain or make any consent, authorization, approval or registration with or from any Person, except for such consents, authorizations, approvals or registrations as would not have a Material Adverse EffectSeller.

Authorization of Transaction. Noncontravention. (a) The Company Seller has the all requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby to be consummated by it. The Except as set forth on Schedule 3.2, the execution and delivery by the Seller of this Agreement Agreement, the performance by the Seller of its obligations hereunder and the consummation by it of the transactions contemplated hereby to be consummated by it have been or, prior to Closing, will be duly and validly authorized by all necessary corporate and shareholder action on the part of the CompanySeller. This Agreement has been duly executed and delivered by the Company and, upon the due execution Seller and delivery by the Buyer, will constitute constitutes the legal, valid and binding obligation of the CompanySeller, enforceable against it the Seller in accordance with its terms. Except for such notices, consents, authorizations or approvals, the failure of which to make or obtain would not have a Material Adverse Effect, the Company is not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental or Regulatory Authority in order for the parties to consummate the transactions contemplated by this Agreement. (b) Neither the execution and the delivery by the Seller of this Agreement Agreement, the performance by it of its obligations hereunder, nor the consummation by it of the transactions contemplated hereby will (i) will violate any Law, Order or other restriction of any Governmental or Regulatory Authority to which the Company may be subject or conflict with any provision of the Company's articles Certificate of incorporation Incorporation or bylaws, except in Bylaws of the case of any Law, Order or other restriction of any Governmental or Regulatory Authority, for violations which would not have a Material Adverse EffectSeller, (ii) will violate or conflict withwith any law, result in rule, regulation or any court or administrative order, judgment, decree, injunction or other binding action or requirement of any Governmental Authority to or by which the Seller (or any of its Property) is a party or is bound, (iii) require the approval of or a filing or registration with any Governmental Authority (other than the filing of the Certificate of Merger), (iv) except as set forth on Schedule 3.2, whether after notice or lapse of time or both, violate, breach or conflict with any provision of, constitute a default under, result in the loss of a material benefit under, give the other parties thereto any rights or benefits not otherwise applicable under, or permit the termination or acceleration of any Material Contract, (v) except as set forth on Schedule 3.2, require any authorization, consent or approval of, create in exemption or other action by, or notice to, any party the right to accelerateany Material Contract, terminate, modify or cancel or require any notice under, any Contract or Permit to which the Company is a party or by which it is bound or to which any of its assets is subject, except for such breaches, defaults, acceleration or rights to terminate, modify or cancel any Contract which would not have a Material Adverse Effect, (iiivi) will result in the creation or any imposition of any Lien upon or give to any Person any interest or right (including any right of termination or cancellation) in or with respect to any Property of the property, assets, business, Contracts or Permits of the Company, except for such Liens, interests or rights that would not have a Material Adverse Effect or (iv) is prohibited by or requires the Company to obtain or make any consent, authorization, approval or registration with or from any Person, except for such consents, authorizations, approvals or registrations as would not have a Material Adverse EffectSeller.

Authorization of Transaction. Noncontravention. (a) The Company has the all requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby to be consummated by it. The execution and delivery by the Company of this Agreement Agreement, the performance by the Company of its obligations hereunder and the consummation by it of the transactions contemplated hereby to be consummated by it have been duly and validly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, upon and this Agreement constitutes the due execution and delivery by the Buyer, will constitute the legal, valid and legally binding obligation of the Company, enforceable against it the Company in accordance with its terms. Except for such notices, consentssubject to the effects of bankruptcy, authorizations insolvency, reorganization, moratorium and other similar laws relating to or approvalsaffecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law). (b) Other than as set forth on Schedule 3.2, neither the execution and the delivery by the Company of this Agreement, the failure performance by it of which its obligations hereunder, nor the consummation by it of the transactions contemplated hereby to make be consummated by it in accordance with the terms hereof will (i) violate or obtain would not have a Material Adverse Effect, conflict with any provision of the Certificate of Incorporation or By-laws of the Company or any of its Subsidiaries, (ii) violate or conflict with any law, rule, regulation or any court or administrative order, judgment, decree, injunction or other binding action or requirement of any Governmental Authority to or by which the Company or any of its Subsidiaries (or any of their material Property) is a party or is bound, (iii) require the approval of or a filing or registration with any Governmental Authority (other than the filing of the Certificate of Merger and any filings under the HSR Act), (iv) whether after notice or lapse of time or both, violate, breach or conflict with any provision of, result in the loss of a material benefit under, give the other parties thereto any rights or benefits not required to give otherwise applicable under, or permit the termination or acceleration of any notice toMaterial Contract or Purchase and Sale Transaction, make any filing with or obtain (v) require any authorization, consent or approval of any Governmental or Regulatory Authority in order for the parties to consummate the transactions contemplated by this Agreement. (b) Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby (i) will violate any Lawof, Order exemption or other restriction of any Governmental action by, or Regulatory Authority to which the Company may be subject or any provision of the Company's articles of incorporation or bylawsnotice to, except in the case of any Law, Order or other restriction of any Governmental or Regulatory Authority, for violations which would not have a Material Adverse Effect, (ii) will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under, any Material Contract or Permit to which the Company is a party Purchase and Sale Transaction, or by which it is bound or to which any of its assets is subject, except for such breaches, defaults, acceleration or rights to terminate, modify or cancel any Contract which would not have a Material Adverse Effect, (iiivi) will result in the creation or any imposition of any Lien upon any Property of the Company or give to any Person any interest or right (including any right of termination or cancellation) in or with respect to any of the property, assets, business, Contracts or Permits of the Company, except for such Liens, interests or rights that would not have a Material Adverse Effect or (iv) is prohibited by or requires the Company to obtain or make any consent, authorization, approval or registration with or from any Person, except for such consents, authorizations, approvals or registrations as would not have a Material Adverse Effectits Subsidiaries.