Common use of Due Authorization; Binding Obligation Clause in Contracts

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the Seller Shareholder, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Seller's articles of incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, 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 any Seller or any Seller Shareholder; or (b) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement or other instrument which is either binding upon or enforceable against the Seller, the Seller Shareholder or the Purchased Assets.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement hereby and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate actions action of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the Seller Shareholderand, enforceable in accordance with its terms. To the Best of Seller's Knowledge, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (ai) conflict with or violate any provision of any of the Seller's articles Articles of incorporation Incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, 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 any Seller or any Seller Shareholderthe Seller; or (bii) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the Seller Shareholder or the Purchased Assets or the Premises, other than those matters addressed or discharged with closing proceeds or with respect to Assumed Liabilities which prohibit any assumption or transfer, or with respect to the Amplicon leases and the Met Life/GE Capital mortgage; or (iii) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against the Purchaser, the Purchased Assets, or the Premises.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the each Seller Shareholder, enforceable in accordance with its terms. Except as set forth on Schedule 2.3 to this Agreement, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Seller's (or to the extent applicable, any Seller Shareholder's) articles of incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, 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 any the Seller or any Seller Shareholder; or (b) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement or other instrument which is either binding upon or enforceable against the Seller, the a Seller Shareholder or the Purchased Assets.