Common use of Due Authorization; Effect of Transaction Clause in Contracts

Due Authorization; Effect of Transaction. No provision of Purchaser's Certificate of Incorporation or By-Laws, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser is a party or by which it is bound, has been, or will be violated by the execution by Purchaser of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms. Purchaser is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate of Incorporation or By-Laws.

Due Authorization; Effect of Transaction. No provision provisions of Purchaser's the Certificate of Incorporation or By-LawsLaws of Seller, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser Seller is a party or by which it Seller is bound, has been, been or will be violated by the execution and delivery by Purchaser Seller of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of PurchaserSeller and Stockholder, enforceable in accordance with its terms. Purchaser Seller is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate Articles of Incorporation or By-Laws.

Due Authorization; Effect of Transaction. No provision of Purchaser's ’s Certificate of Incorporation or By-LawsBylaws, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser is a party or by which it is bound, has been, or will be violated by the execution by Purchaser of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms. Purchaser is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate of Incorporation or By-LawsBylaws.

Due Authorization; Effect of Transaction. No provision provisions of Purchaser's the Certificate of Incorporation or By-LawsLaws of Seller, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser Seller is a party or by which it Seller is bound, has been, been or will be violated by the execution and delivery by Purchaser Seller of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of PurchaserSeller, Controlling Stockholder and Stockholder, enforceable in accordance with its terms. Purchaser Seller is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate Articles of Incorporation or By-Laws.

Due Authorization; Effect of Transaction. No provision provisions of Purchaser's the Certificate of Incorporation or By-LawsBylaws of the Company, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser Company is a party or by which it Company is bound, has been, been or will be violated by the execution and delivery by Purchaser Company of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of PurchaserCompany, enforceable in accordance with its terms. Purchaser Company is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate Articles of Incorporation or By-LawsBylaws.

Due Authorization; Effect of Transaction. No provision provisions of Purchaser's Certificate the Articles of Incorporation or By-LawsLaws of Seller, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser Seller is a party or by which it Seller is bound, has been, been or will be violated by the execution and delivery by Purchaser Seller of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of PurchaserSeller, Newco and Stockholder, enforceable in accordance with its terms. Purchaser Seller is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate Articles of Incorporation or By-Laws.

Due Authorization; Effect of Transaction. No provision provisions of Purchaser's Certificate the Articles of Incorporation or By-LawsLaws of Seller, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser Seller is a party or by which it Seller is bound, has been, been or will be violated by the execution and delivery by Purchaser Seller of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of PurchaserSeller and Stockholder, enforceable in accordance with its terms. Purchaser Seller is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate Articles of Incorporation or By-Laws.

Due Authorization; Effect of Transaction. No provision To the best knowledge of Purchaser's Certificate of Incorporation or By-LawsSeller, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, understanding to which Purchaser Seller is a party or by which it Seller is bound, or any Applicable Laws relating to the operation of the Business, has been, not been or will not be violated by the execution and delivery by Purchaser Seller of this Agreement or or, to the best knowledge of Seller, the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, valid and binding obligation of Purchaser, Seller and enforceable in accordance with its terms. Purchaser , subject to the extent that enforceability is not in default in the performance, observance, limited by bankruptcy insolvency or fulfillment of any of the terms similar laws affecting creditor’s rights and remedies or conditions of its Certificate of Incorporation or By-Lawsby equitable principles.