Common use of CORPORATE POWER AND AUTHORITY; NO VIOLATIONS Clause in Contracts

CORPORATE POWER AND AUTHORITY; NO VIOLATIONS. The Company has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and per formance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including due and valid authorization by the board of directors and the stockholders of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. Except as set forth in Section 5.4 of the Disclosure Schedule, neither the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (x) violate any provision of law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company or any of the Subsidiaries, or any of their properties or assets, (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any note, bond, mortgage, indenture, license, contract or agreement to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their assets is bound or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of the Company or any of the Subsidiaries; or (z) conflict with or violate any provision of the certificate of incorporation or bylaws (or substantially equivalent documents) of the Company or any of the Subsidiaries, except, in the case of clauses (x) or (y), for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice or Liens which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

CORPORATE POWER AND AUTHORITY; NO VIOLATIONS. The Company has full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and per formance performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including due and valid authorization by the board Board of directors Directors and the stockholders Stockholders of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. Except as set forth in Section 5.4 6.12 of the Disclosure Schedule, neither the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (x) violate any provision of law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company or any of the Subsidiaries, Subsidiaries or any of their properties or assets, (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any note, bond, mortgage, indenture, license, contract or agreement to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their assets is bound or result in the imposition of any Lien Encumbrance (other than Permitted LiensEncumbrances) upon any of the assets of the Company or any of the Subsidiaries; or (z) conflict with or violate any provision of the certificate Articles of incorporation Organization or bylaws (or substantially equivalent documents) of the Company or any of the Subsidiaries, except, in the case of clauses (x) or (y), for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice or Liens which, individually or Encumbrances which in the aggregate, aggregate would not be reasonably be expected likely to have a Company Material Adverse EffectEffect and would not prevent or materially delay, hinder or impair the consummation of the transactions contemplated hereby.

CORPORATE POWER AND AUTHORITY; NO VIOLATIONS. The Company has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and per formance performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including due and valid authorization by the board of directors and the stockholders Stockholders of the Company and no other corporate proceedings on the part of the Company or the Stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability (ia) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (iib) is subject to general principles of equity. Except as set forth in Section 5.4 7.4 of the Disclosure Schedule, neither the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (xi) violate any provision of law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company or any of the Subsidiaries, or any of their properties or assets, (yii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any note, bond, mortgage, indenture, license, contract or agreement to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their assets is bound or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of the Company or any of the Subsidiaries; or (ziii) conflict with or violate any provision of the certificate of incorporation or bylaws (or substantially equivalent documents) of the Company or any of the SubsidiariesSubsidiaries or require notice to or filing with any Governmental Authority pursuant to an Environmental Law, except, in the case of clauses (xi) or (yii), for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice or Liens which, individually or which in the aggregate, aggregate would not be reasonably be expected likely to have a Company Material Adverse EffectEffect and would not prevent or materially delay, hinder or impair the consummation of the transactions contemplated hereby.

CORPORATE POWER AND AUTHORITY; NO VIOLATIONS. The Company IX has full corporate power and authority to execute, deliver enter into and perform execute this Agreement and the Related Agreements to consummate which it is a party and to carry out the transactions contemplated herebyhereby and thereby in accordance with their respective terms. The execution, delivery and per formance performance by the Company IX of this Agreement and the Related Agreements and the consummation by the Company IX of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyIX, including due and valid authorization by the board of directors and the stockholders of the Company IX, and no other corporate proceedings on the part of the Company IX are necessary to authorize this Agreement and the Related Agreements or to consummate the transactions contemplated herebyhereby and thereby. This Each of this Agreement and the Related Agreements to which IX, a Seller or any Technology Seller is a party has been duly and validly executed and delivered by the Company such Person and/or IX and constitutes the a legal, valid and binding obligation of the Companysuch Person, enforceable against the Company him, her or it in accordance with its terms, except to the extent that such enforceability (i) such enforceability may be limited by subject to bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium reorganization or other similar laws now or hereafter in effect relating to creditors' creditor's rights generally, and (ii) is the remedy of specific performance and injunction and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equitythe court before which any proceeding therefor may be brought. Except as set forth in Section 5.4 Part 4.1(b) of the Disclosure Schedule, neither the execution, delivery and performance by the Company any Seller, Technology Seller and IX of this Agreement or the Related Agreements nor the consummation by the Company any Seller, Technology Seller or IX of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (xi) to the best knowledge of Sellers violate any provision of law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company any Seller, Technology Seller and IX or any of the Subsidiariesits, his or any of their her properties or assets, (yii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any note, bond, mortgage, indenture, license, contract or agreement to which the Company it, he or any of the Subsidiaries she is a party or by which the Company any Seller, Technology Seller and IX or any of the Subsidiaries its, his or any of their her assets is bound or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of the Company any Seller, Technology Seller and IX; or (iii) conflict with, violate or result in a breach of any of the Subsidiaries; terms, conditions or (z) conflict with or violate any provision provisions of the certificate Certificate of incorporation Incorporation or bylaws By-Laws (or substantially equivalent documents) of the Company or any of the Subsidiaries, except, in the case of clauses (x) or (y), for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice or Liens which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectTarget.

CORPORATE POWER AND AUTHORITY; NO VIOLATIONS. The Company has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and per formance performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, including due and valid authorization by the board of directors and the stockholders of the Company (as applicable) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' creditors rights generally, and (ii) is subject to general principles of equity. Except as set forth in Section 5.4 3.4 of the Disclosure Schedule, neither the execution, delivery and performance by the Company of this Agreement nor the consummation by the Company of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (x) violate any provision of law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company or any of the Subsidiaries, Subsidiaries or any of their properties or assets, (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any note, bond, mortgage, indenture, license, contract or agreement to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries or any of their assets is bound or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of the Company or any of the Subsidiaries; , or (z) conflict with or violate any provision of the certificate of incorporation or bylaws (or substantially equivalent documents) of the Company or Company, any of the Subsidiaries, except, in the case of clauses (x) or (y), for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice or Liens which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

CORPORATE POWER AND AUTHORITY; NO VIOLATIONS. The Company Buyer has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and per per- formance by the Company Buyer of this Agreement and the consummation by the Company Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the CompanyBuyer, including due and valid authorization by the board of directors and the stockholders of the Company Buyer and no other corporate proceedings on the part of the Company Buyer are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company Buyer and constitutes the valid and binding obligation of the Company, enforceable against the Company Buyer in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. Except as set forth in Section 5.4 6.2 of the Disclosure Schedule, neither the execution, delivery and performance by the Company Buyer of this Agreement nor the consummation by the Company Buyer of the transactions contemplated hereby will, with or without the giving of notice or the passage of time, or both, (x) violate any provision of law, rule, regulation, order, judgment, writ, injunction or decree applicable to the Company or any of the Subsidiaries, or any of their properties or assetsBuyer, (y) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any note, bond, mortgage, indenture, license, contract or agreement to which the Company or any of the Subsidiaries Buyer is a party or by which the Company Buyer or any of the Subsidiaries or any of their its assets is bound or result in the imposition of any Lien (other than Permitted Liens) upon any of the assets of the Company or any of the Subsidiariesbound; or (z) conflict with or violate any provision of the certificate of incorporation or bylaws (or substantially equivalent documents) of the Company or any of the Subsidiaries, except, in the case of clauses (x) or (y), for violations, conflicts, breaches, defaults, accelerations, terminations, modifications, cancellations or failures to give notice or Liens which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse EffectBuyer.