Common use of Corporate Capacity Clause in Contracts

Corporate Capacity. The Purchaser is duly authorized under all applicable provisions of law to make and to perform this Agreement and the Indemnification Agreement and to acquire the Purchased Shares. This Agreement and the Indemnification Agreement constitute the valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement nor the Indemnification Agreement nor compliance with the terms, conditions and provisions of either or both thereof, conflicts with or results in a material breach of any of the terms, conditions, or provisions of the Purchaser's Certificate of Incorporation or By-Laws, or any material agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, encumbrance or charge of any nature whatsoever upon any of the material properties or assets of the Purchaser under the terms of any such document, agreement or instrument; or requires the consent or approval of any third party. The Purchaser does not know of any lawsuit, claim, arbitration, pending or threatened, that is likely to preclude or impair the performance of its obligations hereunder, including but not limited to the payment of the Investment.

Corporate Capacity. The Purchaser is duly authorized under all applicable provisions of law to make and to perform this Agreement and the Indemnification Agreement and to acquire the Purchased Shares. This Agreement and the Indemnification Agreement constitute the valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement nor the Indemnification Agreement nor compliance with the terms, conditions and provisions of either or both thereof, conflicts with or results in a material breach of any of the terms, conditions, or provisions of the Purchaser's ’s Certificate of Incorporation or By-Laws, or any material agreement or instrument to which the Purchaser is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, encumbrance or charge of any nature whatsoever upon any of the material properties or assets of the Purchaser under the terms of any such document, agreement or instrument; or requires the consent or approval of any third party. The Purchaser does not know of any lawsuit, claim, arbitration, pending or threatened, that is likely to preclude or impair the performance of its obligations hereunder, including but not limited to the payment of the Investment.