Common use of Due Authorization and Execution; Effect of Agreement Clause in Contracts

Due Authorization and Execution; Effect of Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by Assignee of the transactions contemplated hereby have been duly authorized by all necessary corporate action required to be taken on the part of Assignee. This Agreement has been duly and validly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee, enforceable in accordance with its terms. The execution, delivery and performance by Assignee of this Agreement and the consummation by Assignee of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any law, rule or regulation to which Assignee is subject; (b) violate any order, judgment or decree applicable to Assignee; or (c) conflict with or result in a breach of or a default under any term or condition of Assignee's Certificate of Incorporation or By-Laws or any agreement or other instrument to which Assignee is a party or by which it or its assets may be bound, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Due Authorization and Execution; Effect of Agreement. The execution, delivery and performance by Assignee Assignor of this Agreement and the consummation by Assignee Assignor of the transactions contemplated hereby have been duly authorized by all necessary corporate action required to be taken on the part of Assigneethe Assignor. This Agreement has been duly and validly executed and delivered by Assignee Assignor and constitutes the valid and binding obligation of AssigneeAssignor, enforceable in accordance with its terms. The execution, delivery and performance by Assignee Assignor of this Agreement and the consummation by Assignee Assignor of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any law, rule or regulation to which Assignee Assignor is subject; (b) violate any order, judgment or decree applicable to AssigneeAssignor; or (c) conflict with or result in a breach of or a default under any term or condition of AssigneeAssignor's Certificate of Incorporation or By-Laws laws or any term or condition of any agreement or other instrument to which Assignee Assignor is a party or by which it or its assets may be bound, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Due Authorization and Execution; Effect of Agreement. The execution, delivery and performance by Assignee of this Agreement and the consummation by Assignee of the transactions contemplated hereby have been duly authorized by all necessary corporate action required to be taken on the part of Assignee. This Agreement has been duly and validly executed and delivered by Assignee and constitutes the valid and binding obligation of Assignee, enforceable in accordance with its terms. The execution, delivery and performance by Assignee of this Agreement and the consummation by Assignee of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any law, rule or regulation to which Assignee is subject; (b) violate any order, judgment or decree applicable to Assignee; or (c) conflict with or result in a breach of or a default under any term or condition of Assignee's Certificate of Incorporation or By-Laws or any agreement or other instrument to which such Assignee is a party or by which it or its assets may be bound, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.

Due Authorization and Execution; Effect of Agreement. The execution, delivery and performance by each Assignee of this Agreement and the consummation by Assignee of the transactions contemplated hereby have been duly authorized by all necessary corporate action required to be taken on the part of each Assignee. This Agreement has been duly and validly executed and delivered by each Assignee and constitutes the valid and binding obligation of Assignee, enforceable in accordance with its terms. The execution, delivery and performance by each Assignee of this Agreement and the consummation by each Assignee of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, (a) violate any provision of any law, rule or regulation to which such Assignee is subject; (b) violate any order, judgment or decree applicable to such Assignee; or (c) conflict with or result in a breach of or a default under any term or condition of such Assignee's Certificate of Incorporation or By-Laws or any agreement or other instrument to which such Assignee is a party or by which it or its assets may be bound, except in each case, for violations, conflicts, breaches or defaults which in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.