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

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors rights generally, and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations or exemptions referred to in Article 5.03 hereof, (i) violate any provision of law, rule or regulation to which Buyer is subject, (ii) violate any order, judgment or decree applicable to Buyer, or (iii) conflict with, or result in a breach or default under, the Articles of Incorporation, By-Laws or other similar charter documents of Buyer, or any agreement or other instrument to which Buyer is a party or by which it 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, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Buyer Xxxxx of this Agreement and the consummation by Buyer Xxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BuyerXxxxx. This Agreement has been duly and validly executed and delivered by Buyer Xxxxx and constitutes the legal, valid and binding obligation of BuyerXxxxx, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors creditors' rights generally, ; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Buyer Xxxxx of this Agreement and the consummation by Buyer Xxxxx of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations or exemptions referred to in Article 5.03 hereof, (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation to which Buyer is subject, (ii) violate of any Governmental Entity or any order, judgment judgment, award or decree applicable to Buyer, of any court or (iii) conflict with, or result in a breach or default under, the Articles of Incorporation, By-Laws or other similar charter documents of Buyer, or any agreement or other instrument to which Buyer is a party or by which it 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.other

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Buyer Xxxxx of this Agreement and the consummation by Buyer Xxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of BuyerXxxxx. This Agreement has been duly and validly executed and delivered by Buyer Xxxxx and constitutes the legal, valid and binding obligation of BuyerXxxxx, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors creditors' rights generally, ; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Buyer Xxxxx of this Agreement and the consummation by Buyer Xxxxx of the transactions contemplated hereby will not(i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxx is subject; and (iv) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations or exemptions referred to in Article 5.03 hereof, (i) violate any provision of law, rule or regulation to which Buyer is subject, (ii) violate any order, judgment or decree applicable to Buyer, or (iii) conflict with, or would result in a breach default), or default the creation of an Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, the Articles any indenture, mortgage, deed of Incorporationtrust, By-Laws lease, or other similar charter documents of Buyer, or any agreement or other instrument to which Buyer Xxxxx is a party or by which it may be bound; exceptparty, in each case, for violationswhich failure, conflictsviolation, breaches conflict or defaults which breach would, in the aggregate would not aggregate, materially hinder or impair the consummation of the transactions contemplated herebyby this Agreement.