Common use of CORPORATE ACTION; AUTHORITY; NO CONFLICT Clause in Contracts

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser and its Shareholders. This Agreement and each Related Document to which it is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by Purchaser, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms. Neither Purchaser's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of Purchaser under provision of Purchaser's Charter or Purchaser's By-laws or any Contract to which Purchaser is a party or by which it or any of its assets or properties is or may be bound or (ii) violate, or result in the creation of an Encumbrance upon any of Purchaser's assets as a result of, any Law's applicable to Purchaser or any of its properties or assets.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser Alliance has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser Alliance of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser and its ShareholdersAlliance. This Agreement and each Related Document to which it Alliance is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by Purchaserit, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of Purchaserit, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). Neither PurchaserAlliance's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of Purchaser Alliance under provision of Purchaser's Charter or Purchaser's By-laws its Organizational Documents or any Contract to which Purchaser it is a party or by which it or any of its assets or properties is or may be bound which, in the case of such Contracts, would reasonably be expected to have a material adverse effect on it or prevent the consummation of the transactions contemplated hereby or under the Related Documents and other than with respect to the foregoing for which consents have been obtained or (ii) violate, or result in the creation of an Encumbrance upon any of Purchaser's its assets as a result of, any Law's applicable to Purchaser it or any of its properties or assets, in each case, which would prohibit it from consummating the transactions contemplated hereby.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser Each of InSight and Newco has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser each of InSight and Newco of this Agreement and each Related Document to which it is or will be a party, and the performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser each of InSight and Newco and its Shareholdersstockholders. This Agreement and each Related Document to which it each of InSight and Newco is or will be a party has been been, or upon the execution thereof will be, duly and validly executed and delivered by Purchasereach of InSight and Newco, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of Purchasereach of InSight and Newco, enforceable against it in accordance with its terms, except that such enforcement is subject to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting generally the enforcement of creditors' rights. Neither PurchaserInSight's or Newco's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall will (i) conflict with or result in any material violation or breach of, of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a material default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon upon, any of the assets or properties of Purchaser InSight or Newco under any provision of PurchaserNewco's Charter or PurchaserNewco's By-laws Laws or InSight's Charter or InSight's By-Laws or any Contract to which Purchaser InSight or Newco is a party or by which it or any of its assets or properties is or may be bound or (ii) violateviolate in any material respect, or result in the creation of an Encumbrance upon any of PurchaserInSight's or Newco's assets as a result of, any Law's applicable to Purchaser InSight or Newco or any of its properties or assets.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. The Purchaser has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser and its Shareholdersshareholders. This Agreement and each Related Document to which it is or will be a party has been or upon the Purchaser's execution and delivery thereof will be, duly and validly executed and delivered by Purchaser, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms. Neither Purchaser's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of Purchaser under provision of Purchaser's Charter or Purchaser's By-laws or any Contract to which Purchaser is a party or by which it or any of its assets or properties is or may be bound bound, or (ii) violate, or result in the creation of an Encumbrance upon any of Purchaser's assets as a result of, any Law's Laws applicable to Purchaser or any of its properties or assets.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser Newco has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser Newco of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser Newco and its Shareholdersstockholders. This Agreement and each Related Document to which it is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by PurchaserNewco, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of PurchaserNewco, enforceable against it in accordance with its terms. Neither PurchaserNewco's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of Purchaser Newco under provision of PurchaserNewco's Charter or PurchaserNewco's By-laws or any Contract to which Purchaser Newco is a party or by which it or any of its assets or properties is or may be bound or (ii) violate, or result in the creation of an Encumbrance upon any of PurchaserNewco's assets as a result of, any Law's applicable to Purchaser Newco or any of its properties or assets.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser Holdings has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser Holdings of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder thereunder, have been duly and validly authorized by all necessary corporate action on the part of Purchaser Holdings and its Shareholdersshareholders. This Agreement and each Related Document to which it is or will be a party has been or upon the Holdings' execution and delivery thereof will be, duly and validly executed and delivered by Purchaser, Holdings' and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of PurchaserHoldings, enforceable against it in accordance with its terms. Neither Purchaser's Holdings' execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of under any Encumbrance upon any provision of the assets or properties of Purchaser under provision of Purchaser's Holdings Charter or Purchaser's the Holdings By-laws or any material Contract to which Purchaser Holdings is a party or by which it or any of its assets or properties is or may be bound or (ii) violate, or result in the creation of an Encumbrance upon any of Purchaser's assets as a result of, any Law's applicable to Purchaser or any of its properties or assetsbound.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Such Purchaser has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by such Purchaser of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser and its Shareholderssuch Purchaser. This Agreement and each Related Document to which it is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by such Purchaser, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of such Purchaser, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). Neither such Purchaser's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of such Purchaser under provision of such Purchaser's Charter or Purchaser's By-laws Organizational Documents or any Contract to which such Purchaser is a party (other than security documents relating to financing arrangements existing for the benefit of the Purchasers' Affiliates) or by which it or any of its assets or properties is or may be bound which, in the case of such Contracts, would reasonably be expected to have a material adverse effect on any Purchaser or prevent the consummation of the transactions contemplated hereby or under the Related Documents and other than with respect to the foregoing for which consents have been obtained or (ii) violate, or result in the creation of an Encumbrance upon any of such Purchaser's assets as a result of, any Law's applicable to such Purchaser or any of its properties or assets, in each case, which would prohibit the such Purchaser from consummating the transactions contemplated hereby.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser Alliance has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser Alliance of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser and its ShareholdersAlliance. This Agreement and each Related Document to which it Alliance is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by Purchaserit, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of Purchaserit, enforceable against it in accordance with its termsterms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law). Neither PurchaserAlliance's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of Purchaser Alliance under provision of Purchaser's Charter or Purchaser's By-laws its Organizational Documents or any Contract to which Purchaser it is a party or by which it or any of its assets or properties is or may be bound which, in the case of such Contracts, would reasonably be expected to have a material adverse effect on it or prevent the consummaton of the transactions contemplated hereby or under the Related Documents and other than with respect to the foregoing for which consents have been obtained or (ii) violate, or result in the creation of an Encumbrance upon any of Purchaser's its assets as a result of, any Law's applicable to Purchaser it or any of its properties or assets, in each case, which would prohibit it from consummating the transactions contemplated hereby.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. The Purchaser has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Purchaser of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of the Purchaser and its Shareholdersshareholders. This Agreement and each Related Document to which it the Purchaser is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by the Purchaser, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Neither the Purchaser's execution and delivery of, and/or and performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall will (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of the Purchaser under any provision of the Purchaser's Charter or Purchaser's By-laws Documents or any Contract to which the Purchaser is a party or by which it or any of its assets or properties is or may be bound or (ii) violate, or result in the creation of an Encumbrance upon any of the Purchaser's assets as a result of, any Law's Laws applicable to the Purchaser or any of its properties or assets.

CORPORATE ACTION; AUTHORITY; NO CONFLICT. Purchaser has all requisite power and authority (corporate and otherwise) to execute, deliver and perform its obligations under this Agreement and each Related Document to which it is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and each Related Document to which it is or will be a party, and performance of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Purchaser and its Shareholdersshareholders. This Agreement and each Related Document to which it is or will be a party has been or upon the execution thereof will be, duly and validly executed and delivered by Purchaser, and constitutes, or upon its execution and delivery will constitute, a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms. Neither Purchaser's execution and delivery of, and/or performance of its obligations under, this Agreement and each Related Document to which it is or will be a party, nor the consummation of the transactions contemplated hereby and thereby shall (i) conflict with or result in any violation or breach of, any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default under, or give rise to any right of termination, cancellation or acceleration or result in the creation of any Encumbrance upon any of the assets or properties of Purchaser under provision of Purchaser's Charter or Purchaser's By-laws or any Contract to which Purchaser is a party or by which it or any of its assets or properties is or may be bound or (ii) violate, or result in the creation of an Encumbrance upon any of Purchaser's assets as a result of, any Law's applicable to Purchaser or any of its properties or assets.