Common use of Authorization, Validity and Non-Contravention Clause in Contracts

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings) by such party. Further, this Agreement has been duly executed and delivered by such party, and is a valid and legally binding agreement of such party and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such party is required for (nor would the absence of such adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) The execution and delivery of this Agreement by such party and the compliance by such party with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which such party is a party (including but not limited to any under which such party is an obligor or by which its property is bound) where such conflict, breach or default would have a material adverse effect on such party or the Program, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws (or analogous rules of governance) of such party.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings) by such party. Further, this Agreement has been duly executed and delivered by such party, and is a valid and legally binding agreement of such party and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such party is required for (nor would the absence of such adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) The execution and delivery of this Agreement by such party party, the execution of each party’s obligations hereunder and the compliance by such party with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which such party is a party (including but not limited to any under which such party is an obligor or by which its property is bound) where such conflict, breach or default would have a material adverse effect on such party or the Program, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws (or analogous rules of governance) of such party.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings) by such party). Further, this Agreement has been duly executed and delivered by such partyPier 1, and is a valid and legally binding agreement of such party Pier 1 and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such party Pier 1 is required for (nor would the absence of such materially adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) The execution and delivery of this Agreement by such party Pier 1 and the compliance by such party Pier 1 with all provisions of this Agreement: (i) will not not, to the best knowledge of the Pier 1 officer executing this Agreement on Pier 1’s behalf (and anyone advising him or her on such execution), conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which such party Pier 1 is a party (including but not limited to any under which such party Pier 1 is an obligor or by which its property is bound) where such conflict, violation, breach or default would have a material adverse effect on such party Pier 1 or the ProgramPlan, nor will such execution, delivery or compliance violate or result in the violation of the Articles Certificate of Incorporation or By-Laws (or analogous rules of governance) of Pier 1, where such partyviolation would have a material adverse effect on Pier 1, Bank, this Agreement, or the Plan.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings) by such party. Further, this Agreement has been duly executed and delivered by such party, and is a valid and legally binding agreement of such party and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such party is required for (nor would the absence of such adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) The execution and delivery of this Agreement by such party and the compliance by such party with all provisions of this Agreement: (i) will not conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which such party is a party (including but not limited to any under which such party is an obligor or by which its property is bound; provided, that such representation specifically excludes the Zale Program Agreement or any other contract or agreement governing the Zale Program through the Purchase Date) where such conflict, breach or default would have a material adverse effect on such party or the Program, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws (or analogous rules of governance) governing documents of such party.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings) by such party). Further, this Agreement has been duly executed and delivered by such partyPier 1, and is a valid and legally binding agreement of such party Pier 1 and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such party Pier 1 is required for (nor would the absence of such materially adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) The execution and delivery of this Agreement by such party Pier 1 and the compliance by such party Pier 1 with all provisions of this Agreement: (i) will not not, to the best knowledge of the Pier 1 officer executing this Agreement on Pier 1’s behalf (and anyone advising him or her on such execution), conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which such party Pier 1 is a party (including but not limited to any under which such party Pier 1 is an obligor or by which its property is bound) where such conflict, violation, breach or default would have a material adverse effect on such party Pier 1 or the ProgramPlan, nor will such execution, delivery or compliance violate or result in the violation of the Articles Certificate of Incorporation or By-Laws (or analogous rules of governance) of Pier 1, where such party.violation would have a material adverse effect on Pier 1, Bank, this Agreement, or the Plan. 29

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all its necessary corporate proceedings (or analogous governing proceedings) by such party). Further, this Agreement has been duly executed and delivered by such partyit, and is a valid and legally binding agreement of such party it and duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ ' rights generally and by general equity principles). (b) No consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such party it is required for (nor would the absence of such materially adversely affect) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. (c) The execution and delivery of this Agreement by such party it and the compliance by such party it with all provisions of this Agreement: (i) will not not, to the best knowledge of the officer executing this Agreement on its behalf (and anyone advising him or her on such execution), conflict with or violate any Applicable Law; and (ii) will not conflict with or result in a breach of or default under any of the terms or provisions of any indenture, loan agreement, or other contract or agreement to which such party it is a party (including but not limited to any under which such party it is an obligor or by which its property is bound) where such conflict, violation, breach or default would have a material adverse effect on such party Stage or the ProgramPlan, nor will such execution, delivery or compliance violate or result in the violation of the Articles Certificate of Incorporation or By-Laws (or analogous rules of governance) of it, where such partyviolation would have a material adverse effect on Stage, Bank, this Agreement, or the Plan.