Common use of Sale is Legal and Authorized Clause in Contracts

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement -- (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their terms.

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --Agreements (including any Supplement) and the Notes: (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Company or any indenture or other material agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of Agreements and the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms.

Sale is Legal and Authorized. (a) The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of this Agreement and the Agreement --Notes: (ai) are within the corporate powers of the Company and have been duly authorized by proper corporate action on the part of the Company;; and (bii) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under under, the Articles articles of Incorporation incorporation or Byby-laws of the Company or any indenture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it any of them may be bound or result in the imposition of any Liens liens or encumbrances on any property of the Company; and. (cb) The officers of the Company executing and delivering this Agreement and any Note issued pursuant hereto on behalf of the Company have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by lawto do so, by the Articles of Incorporation or By-laws of the Company or otherwise)and this Agreement, the Agreement any Note and the Notes have been executed any other agreements delivered pursuant hereto, when executed, are and delivered by the Company and upon payment of the purchase price of the Notes by the Purchaser, the Notes and the Agreement constitute the will be legal, valid and binding obligations, contracts and agreements obligations of the Company in every respect, enforceable against the Company in accordance with their termsrespective terms except as enforceability may be limited by bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles.

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --Agreements (including any Supplement) and the Notes: (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws Bylaws of the Company or any indenture or other material agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws Bylaws of the Company or otherwise), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of Agreements and the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms.

Sale is Legal and Authorized. The execution and delivery of this Agreement, sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --— (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), and the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of the Notes by the PurchaserPurchasers, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their terms.

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreements, the Security Document, the Intercreditor Agreement and the Notes -- (a) are within the corporate powers of the Company; (b) will not violate any Material provisions of any law or any Material order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under under, the Articles of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any Material property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of Agreements, the Security Document, the Intercreditor Agreement and the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms.

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --and of the Notes: (a) are within the corporate partnership powers of the Company; (b) will not violate result in the violation of any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under under, or result in the Articles creation of Incorporation or By-laws any Lien upon any Property of the Company under the provisions of, any agreement or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in bound; and the imposition of any Liens or encumbrances Agreement and the Notes delivered to the Purchasers on any property of the Company; and (c) date hereof have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by lawCompany, by the Articles of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent conveyance, and similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether the application of such principles is considered in equity or at law).

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --Agreements and the Notes-- (a) are within the corporate powers of the Company; (b) have been duly authorized by proper corporate action on the part of the Company (no action by the shareholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), executed and delivered by the Company and the Agreements and the Notes constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms; and (c) will not violate any provisions of any law or any order of any court or governmental authority or agency applicable to the Company and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be is bound or result in the imposition of any Liens liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their terms.

Sale is Legal and Authorized. The sale of the Notes to the Purchasers, compliance by the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement --and the Notes: (a) are within the corporate powers and authority of the Company; (b) will not materially violate any material provisions of any material law (including common law), rule or regulation or any order of any court or governmental authority or agency and will not conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under the Articles Restated Certificate of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any material Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles Restated Certificate of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes have has been duly executed and delivered by the Company Company. The Agreement and upon payment of the purchase price of the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, reorganization, receivership, insolvency or similar laws affecting the enforcement of creditors' rights generally and limitations on the enforcement of equitable remedies.

Sale is Legal and Authorized. The sale delivery of the Notes to the Purchasers, compliance by the Company with all of the provisions of the New Notes and compliance by the Company with all of the provisions of the Agreement Agreements and the New Notes -- (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles Certificate of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles Certificate of Incorporation or By-laws of the Company or otherwiseotherwise which action has not been taken), the Agreement and the Notes have been executed and delivered by the Company and upon payment of the purchase price of Agreements and the Notes by the Purchaser, the Notes and the Agreement constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their respective terms.

Sale is Legal and Authorized. The sale issuance of the Notes to the Purchasers, compliance by ---------------------------- the Company with all of the provisions of the Notes and compliance by the Company with all of the provisions of the Agreement and the Notes -- (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles Certificate of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles Certificate of Incorporation or By-laws of the Company or otherwise), the . The Agreement and the Notes have has been duly executed and delivered by the Company and upon payment constitutes the legal, valid and binding obligation, contract and agreement of the purchase price of Company enforceable in accordance with its terms. On the Closing Date the Notes will have been duly executed and delivered by the Purchaser, the Notes Company and the Agreement will constitute the legal, valid and binding obligations, contracts and agreements obligations of the Company enforceable in accordance with their respective terms.

Sale is Legal and Authorized. The sale of the Notes to the PurchasersPurchaser, compliance by the Company with all of the provisions of the Notes Transaction Documents and compliance by the Company with all of the provisions of the Agreement --Transaction Documents-- (a) are within the corporate powers of the Company; (b) will not violate any provisions of any law or any order of any court or governmental authority or agency and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Company or any indenture or other agreement or instrument to which the Company is a party or by which it may be bound or result in the imposition of any Liens or encumbrances on any property of the Company; and (c) have been duly authorized by proper corporate action on the part of the Company (no action by the stockholders of the Company being required by law, by the Articles of Incorporation or By-laws of the Company or otherwise), the Agreement and the Notes Transaction Documents have been executed and delivered by the Company and upon payment of the purchase price of the Notes Purchase Price by the Purchaser, the Notes and the Agreement Transaction Documents constitute the legal, valid and binding obligations, contracts and agreements of the Company enforceable in accordance with their terms.