Common use of Corporate Authority; Noncontravention Clause in Contracts

Corporate Authority; Noncontravention. Bassline Productions has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Bassline Productions and the consummation by Bassline Productions of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Bassline Productions. This Agreement has been duly executed and when delivered by Bassline Productions shall constitute a valid and binding obligation of Bassline Productions, enforceable against Bassline Productions in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Bassline Productions under, (i) its articles of incorporation, bylaws, or other charter documents of Bassline Productions (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Bassline Productions, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Bassline Productions, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Bassline Productions or could not prevent, hinder or materially delay the ability of Bassline Productions to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Bassline Productions The Company has all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Bassline Productions the Company and the consummation by Bassline Productions the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Bassline Productionsthe Company. This Agreement has been duly executed and when delivered by Bassline Productions the Company shall constitute a valid and binding obligation of Bassline Productionsthe Company, enforceable against Bassline Productions the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of Bassline Productions the Company under, (i) its articles the Certificate of incorporationIncorporation, bylaws, Bylaws or other organizational or charter documents of Bassline Productions the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to Bassline Productionsthe Company, its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to Bassline Productionsthe Company, its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could would not have a material adverse effect Material Adverse Effect with respect to Bassline Productions the Company or could would not prevent, hinder or materially delay the ability of Bassline Productions the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Bassline Productions The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Bassline Productions the Company and the consummation by Bassline Productions the Company of the transactions contemplated hereby have been (or at the Closing Date will have been) duly authorized by all necessary corporate action on the part of Bassline Productionsthe Company. This Agreement has been duly executed and when delivered by Bassline Productions the Company shall constitute a valid and binding obligation of Bassline Productionsthe Company, enforceable against Bassline Productions the Company and the Selling Stockholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Bassline Productions the Company under, (i) its the Company’s articles of incorporation, bylaws, incorporation or other organizational or charter documents of Bassline Productions the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Bassline Productionsthe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Bassline Productionsthe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Bassline Productions the Company or could not prevent, hinder or materially delay the ability of Bassline Productions the Company to consummate the transactions contemplated by this Agreement.

Corporate Authority; Noncontravention. Bassline Productions The Company has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Bassline Productions the Company and the consummation by Bassline Productions the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of Bassline Productionsthe Company. This Agreement has been duly executed and when delivered by Bassline Productions the Company shall constitute a valid and binding obligation of Bassline Productionsthe Company, enforceable against Bassline Productions the Company and its stockholders, as applicable, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ ' rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “"put” " right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Bassline Productions the Company under, (i) its the certificate or articles of incorporation, bylaws, bylaws or other organizational or charter documents of Bassline Productions the Company, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Bassline Productionsthe Company, its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Bassline Productionsthe Company, its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to Bassline Productions the Company or could not prevent, hinder or materially delay the ability of Bassline Productions the Company to consummate the transactions contemplated by this Agreement.