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

Due Authorization; Effect of Transaction. No provision of Buyer's certificate of incorporation or by-laws, or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer 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. This Agreement will upon execution and delivery be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.

Due Authorization; Effect of Transaction. No provision of Buyer's certificate of incorporation or by-laws, or of any agreement, instrument or understanding, or any judgment, decree, law, rule or regulation, to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer 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. This Agreement will upon execution and delivery delivery, be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.

Due Authorization; Effect of Transaction. No provision of Buyer's certificate ’s Certificate of incorporation Incorporation or byBy-laws, or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, regulation to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer of this Agreement the Transaction Documents 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. This Agreement will upon execution and delivery be a the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.

Due Authorization; Effect of Transaction. No provision of Buyer's certificate of incorporation or by-laws, or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer 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. This Agreement will upon execution and delivery be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.. 3.3

Due Authorization; Effect of Transaction. No provision of Buyer's certificate ---------------------------------------- Certificate of incorporation Incorporation or byBy-laws, or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, regulation to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer of this Agreement the Transaction Documents 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. This Agreement will upon execution and delivery be a the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.

Due Authorization; Effect of Transaction. No provision of Buyer's certificate ’s Certificate of incorporation Incorporation or by-lawsBylaws, or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, regulation to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer 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. This Agreement will be, upon execution and delivery be a delivery, the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms.