Common use of Due Authorization; Binding Obligation Clause in Contracts

Due Authorization; Binding Obligation. Pre-Paid has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Pre-Paid and is the legal, valid and binding obligation of Pre-Paid, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfer, moratorium or similar laws relating to enforcement of creditors' rights generally and general principles of equity. Except for any corporate action required by Pre-Paid, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement as required under the Florida BCA. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of Pre-Paid's Articles of Incorporation or by-laws, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-Paid; (ii) result in any material breach of or default under any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid or any of Pre-Paid's Assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Pre-Paid or Pre-Cell; or, (v) impair or in any way limit any material governmental or official license, approval, permit or authorization of Pre-Paid to conduct its business. Attached to this Agreement and marked as Exhibit E are true, correct and complete copies of the Articles of Incorporation, as amended, and Bylaws, as amended, of Pre-Paid.

Due Authorization; Binding Obligation. Pre-Paid has the requisite corporate power The execution, delivery and authority to enter into performance of this Agreement and to consummate each of the transactions other agreements contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Pre-Paid and is the legal, valid and binding obligation of Pre-Paid, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfer, moratorium or similar laws relating to enforcement of creditors' rights generally and general principles of equity. Except for any corporate action required by Pre-Paid, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement and such other agreements have been duly authorized by all necessary corporate and shareholder action on the part of the Seller and the Shareholders. This Agreement and the other agreements contemplated by this Agreement have been duly executed and delivered by the Seller and the Shareholders and are the valid and binding obligations of the Seller and the Shareholders enforceable in accordance with their respective terms, subject as required under to enforceability only to bankruptcy, insolvency, moratorium or similar laws affecting the Florida BCArights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (ia) conflict with or violate any provision of Pre-Paid's the Articles of Incorporation or byBylaws of the Seller, or, except for the filing and waiting period requirements (the "HSR Requirements") of the Hart-lawsScott-Rodino Antitrust Xxxxxxxxxxxx Xxx of 1976 as amended, or and the rules and regulations promulgated thereunder (the "HSR Act"), of any law, ordinance or regulation or any decree decree, judgment, injunction or order of any court court, arbitrator or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-Paidagainst, the Seller or the Subject Assets; (iib) except for the Consents, violate, conflict with or result in any material breach of, result in any modification of the effect of, otherwise give any contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under under, any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid the Seller, the Shareholders or any of Pre-Paid's the Subject Assets; (iiic) except for the Consents, result in any breach of the imposition or default under any contract; (iv) violate any legally protected right creation of any individual Lien on any of the Subject Assets or entity accelerate any indebtedness of the Seller or give to any individual which the Subject Assets may be bound; or entity a right or claim against Pre-Paid or Pre-Cell; or(d) breach, (v) impair or in any way limit any material governmental or official license, approval, permit or authorization of Pre-Paid the Seller relating to conduct its business. Attached to this Agreement and marked as Exhibit E are true, correct and complete copies of the Articles of Incorporation, as amended, and Bylaws, as amended, of Pre-PaidBusiness.

Due Authorization; Binding Obligation. Pre-Paid Networks has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Pre-Paid Networks and is the legal, valid and binding obligation of Pre-PaidNetworks, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfer, moratorium or similar laws relating to enforcement of creditors' rights generally and general principles of equity. Except for any corporate action required by Pre-PaidNetworks, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid Networks has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement as required under the Florida BCANew Jersey Business Corporation Law. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of Pre-Paid's Networks' Articles of Incorporation or by-laws, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-PaidNetworks; (ii) result in any material breach of or default under any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid Networks or any of Pre-Paid's AssetsNetworks' assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Pre-Paid Networks or Pre-CellGTS; or, (v) impair or in any way limit any material governmental or official license, approval, permit or authorization of Pre-Paid to Networks conduct its businessbusiness (to the best of Networks' and Xxxxxxx' knowledge in connection with Networks' failure to obtain any such license, approval, permit or authorization for the provision of telecommunications services). Attached to this Agreement and marked as Exhibit E N are true, correct and complete copies of the Articles of Incorporation, as amended, and Bylaws, as amended, of Pre-PaidNetworks.

Due Authorization; Binding Obligation. Pre-Paid CCI has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Pre-Paid CCI and is the legal, valid and binding obligation of Pre-PaidCCI, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfer, moratorium or similar laws relating to enforcement of creditors' rights generally and general principles of equity. Except for any corporate action required by Pre-PaidCCI, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid CCI has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement as required under the Florida BCA. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of Pre-PaidCCI's Articles of Incorporation or by-laws, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-PaidCCI; (ii) result in any material breach of or default under any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid CCI or any of Pre-PaidCCI's Assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Pre-Paid CCI or Pre-CellGTS, other than CCI's, the Stockholder's or GTS' rights arising under this Agreement; or, (v) impair or in any way limit any material governmental or official license, approval, permit or authorization of Pre-Paid CCI to conduct its business. Attached to this Agreement and marked as Exhibit E EXHIBIT K are true, correct and complete copies of the Articles of Incorporation, as amended, and Bylaws, as amended, of Pre-PaidCCI.

Due Authorization; Binding Obligation. Pre-Paid has The execution and delivery by the requisite corporate power Purchaser of this Agreement, each of the Ancillary Agreements to which it is a party and authority to enter into each of the other documents and instruments required or contemplated by this Agreement or by such Ancillary Agreements and to consummate the consummation of the transactions contemplated by this Agreement. This Agreement has hereby and thereby have been duly and validly authorized by all necessary corporate action of the Purchaser. This Agreement constitutes, and, when executed and delivered, by the Purchaser pursuant hereto, each of the Ancillary Agreements and other documents and instruments to be executed and delivered by Pre-Paid and is the Purchaser pursuant to this Agreement, will constitute, the legal, valid and binding obligation of Pre-Paidthe Purchaser, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, preferential transfer, moratorium or other similar laws relating to enforcement or affecting the rights of creditors' rights creditors generally and general principles by equitable principles, including those limiting the availability of equity. Except specific performance, injunctive relief and other equitable remedies and those providing for any corporate action required by Pre-Paid, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement as required under the Florida BCAequitable defenses. Neither the execution and delivery by the Purchaser of this Agreement, any of the Ancillary Agreements or any of the other documents or instruments to be executed and delivered by the Purchaser pursuant to this Agreement nor the consummation of the transactions contemplated by this Agreement hereby or thereby will: (i) conflict with or violate any provision of Pre-Paidthe Purchaser's Articles certificate of Incorporation incorporation or by-lawsbylaws, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-Paidthe Purchaser; or (ii) result in any material breach of or default under any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid or any of Pre-Paid's Assets; (iii) result in any breach of or default the Purchaser which would reasonably be expected to have a material adverse effect on the Purchaser. Except as otherwise specifically provided herein, including without limitation the consents required under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Pre-Paid or Pre-Cell; orthe HSR Act, (v) impair or in any way limit any material governmental or official licenseno consent, approval, permit authorization or authorization action by, notice to, or filing with any governmental body or any other Person is required by the Purchaser in connection with the execution, delivery and performance of Pre-Paid to conduct its business. Attached to this Agreement and marked as Exhibit E are trueAgreement, correct and complete copies any of the Articles Ancillary Agreements or any other documents and instruments to be executed and delivered by the Purchaser pursuant hereto or thereto or the consummation by the Purchaser of Incorporation, as amended, and Bylaws, as amended, of Pre-Paidthe transactions contemplated hereby or thereby.

Due Authorization; Binding Obligation. Pre-Paid CCI has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Pre-Paid CCI and is the legal, valid and binding obligation of Pre-PaidCCI, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfer, moratorium or similar laws relating to enforcement of creditors' rights generally and general principles of equity. Except for any corporate action required by Pre-PaidCCI, no other action on the part of any individual or other person or entity is necessary to authorize this Agreement or for the consummation of the transactions contemplated by this Agreement. Pre-Paid CCI has duly executed this Agreement and authorized the execution of this Agreement and the consummation of the transactions contemplated by this Agreement as required under the Florida BCA. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will: (i) conflict with or violate any provision of Pre-PaidCCI's Articles of Incorporation or by-laws, or any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against Pre-PaidCCI; (ii) result in any material breach of or default under any material mortgage, other contract, agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Pre-Paid CCI or any of Pre-PaidCCI's Assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Pre-Paid CCI or Pre-CellGTS, other than CCI's, the Stockholder's or GTS' rights arising under this Agreement ; or, (v) impair or in any way limit any material governmental or official license, approval, permit or authorization of Pre-Paid CCI to conduct its business. Attached to this Agreement and marked as Exhibit E K are true, correct and complete copies of the Articles of Incorporation, as amended, and Bylaws, as amended, of Pre-PaidCCI.