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, has been duly executed and delivered by such entity and is a valid and legally binding agreement of such entity 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 entity is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary (c) The execution and delivery of this Agreement by such entity hereunder and the compliance by such entity 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 under which such entity is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on such entity, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws of such entity.

Authorization, Validity and Non-Contravention. As of the date of execution of this Agreement and as of the Closing, (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by such entity Bank and is a valid and legally binding agreement of such entity Bank 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 entity Bank is required for, and for (nor would the absence of which would such materially adversely affect, ) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity Bank hereunder and the compliance by such entity Bank 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 Bank is a party (including but not limited to any under which such entity is an obligor or by which its Bank’s property is bound bound) where such conflict, breach or default would have a material adverse effect on such entityBank, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation Charter or By-Laws of such entityBank.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by such entity and is a valid and legally binding agreement of such entity 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 entity is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity hereunder and the compliance by such entity 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 under which such entity is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on such entity, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws of such entity.

Authorization, Validity and Non-Contravention. As of the date of execution of this Agreement and as of the Closing: (a) This Agreement has been duly authorized by all necessary corporate proceedings (or analogous governing proceedings). Further, this Agreement has been duly executed and delivered by such entity AMO, and is a valid and legally binding agreement of such entity AMO 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 entity AMO is required for, and for (nor would the absence of which would such adversely affect, ) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity hereunder AMO and the compliance by such entity AMO 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 agreement, or other contract or agreement to which AMO is a party (including but not limited to any under which such entity AMO is an obligor or by which its property is bound bound) where such conflict, breach or default would have a material adverse effect on such entityAMO or the Plan, 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 such entitygovernance) of AMO.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by such entity Stores and Specialty and is a valid and legally binding agreement of such entity Stores and Specialty 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 Except as set forth in the Purchase Agreement, no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such entity Stores or Specialty is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity Stores and Specialty hereunder and the compliance by such entity Stage 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 under which such entity Stores or Specialty is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on such entityStores or Specialty, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws of such entityits respective organizational documents.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate (or analogous governing) proceedings, has been duly executed and delivered by such entity Bank and is a valid and legally binding agreement of such entity Bank 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 entity Bank is required for, and for (nor would the absence of which would such materially adversely affect, ) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity Bank hereunder and the compliance by such entity Bank with all provisions of this Agreement: (i) will not not, to the best knowledge of the Bank officer executing this Agreement on Bank 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 Bank is a party (including but not limited to any under which such entity Bank is an obligor or by which its Bank’s property is bound bound) where such conflict, violation, breach or default would have a material adverse effect on such entityBank or the Plan, nor and (iii) will such execution, delivery or compliance not violate or result in the violation of the Articles of Incorporation Charter or By-Laws of such entityBank.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate (or analogous governing) proceedings, has been duly executed and delivered by such entity Bank and is a valid and legally binding agreement of such entity Bank 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 entity Bank is required for, and for (nor would the absence of which would such materially adversely affect, ) the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS DM 121931.18 Stage Stores/WFNB CONFIDENTIAL Amended and Comenity Bank Private Label Credit Card Program Agreement Confidential and ProprietaryRestated PLCCPA (c) The execution and delivery of this Agreement by such entity Bank hereunder and the compliance by such entity Bank with all provisions of this Agreement: (i) will not not, to the best knowledge of the Bank officer executing this Agreement on Bank'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 Bank is a party (including but not limited to any under which such entity Bank is an obligor or by which its Bank's property is bound bound) where such conflict, violation, breach or default would have a material adverse effect on such entityBank or the Plan, nor and (iii) will such execution, delivery or compliance not violate or result in the violation of the Articles of Incorporation Charter or By-Laws of such entityBank.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by such entity Bank and is a valid and legally binding agreement of such entity Bank 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 Except as set forth in the Stage Purchase Agreement and the Xxxxxxx Purchase Agreement, no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such entity Bank is required for, and the absence of which would materially adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity hereunder Bank and the compliance by such entity Bank 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 under which such entity Bank is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on such entityBank, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation Charter or By-Laws of such entityBank.

Authorization, Validity and Non-Contravention. (a) This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by such entity Stores and Specialty and is a valid and legally binding agreement of such entity Stores and Specialty 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 Except as set forth in the Stage Purchase Agreement and the Xxxxxxx Purchase Agreement, no consent, approval, authorization, order, registration or qualification of or with any court or regulatory authority or other governmental body having jurisdiction over such entity Stores or Specialty is required for, and the absence of which would adversely affect, the legal and valid execution and delivery of this Agreement, and the performance of the transactions contemplated by this Agreement. VS and Comenity Bank Private Label Credit Card Program Agreement Confidential and Proprietary. (c) The execution and delivery of this Agreement by such entity hereunder Stores and Specialty and the compliance by such entity Stage 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 under which such entity Stores or Specialty is an obligor or by which its property is bound where such conflict, breach or default would have a material adverse effect on such entityStores or Specialty, nor will such execution, delivery or compliance violate or result in the violation of the Articles of Incorporation or By-Laws of such entityits respective organizational documents.