Common use of Execution, Delivery and Performance of Agreement Clause in Contracts

Execution, Delivery and Performance of Agreement. The execution, delivery and performance of this Agreement by Purchaser will not, with or without the giving of notice or the passage of time, or both, conflict with, result in violation of, result in a default, right to accelerate or loss of rights under, or result in the creation of any Encumbrance pursuant to, any provision of Purchaser's certificate of incorporation or bylaws or any mortgage, deed of trust, lease, license, material agreement (including any debt instrument), law, rule, regulation, order or judgment or decree to which Purchaser is a party or by which it may be bound or affected, except as set forth on Schedule 7(b) or as could not be reasonably expected to have a material adverse effect on Purchaser's ability to consummate the transactions contemplated by this Agreement. Purchaser has the full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Purchaser has approved the entering into by Purchaser of this Agreement. There are no other corporate proceedings required to be taken by Purchaser to authorize the execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditor's rights generally and subject to usual equity principles.