Common use of Validity of Transaction Clause in Contracts

Validity of Transaction. Purchaser has all requisite power and authority to execute, deliver, and perform this Agreement. All necessary corporate proceedings of the Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement. This Agreement has been duly authorized, executed, and delivered by the Purchaser, is the legal, valid, and binding obligation of the Purchaser, and is enforceable as to Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium, or other similar laws affecting creditors’ rights generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any federal, state, local, or other governmental authority or of any court or other tribunal is required by the Purchaser for the execution, delivery, or performance of this Agreement by the Purchaser, except as would not affect the ability of the Purchaser to perform any of its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Purchaser is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by the Purchaser of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement, and except as would not affect the ability of the Purchaser to perform any of its material obligations under this Agreement. The execution, delivery, and performance of this Agreement by the Purchaser will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Purchaser is a party, or violate or result in a breach of any term of the Articles of Incorporation or By-laws of the Purchaser, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Purchaser or to which any of its operations, business, properties, or assets is subject, except as would not affect the ability of the Purchaser to perform any of its material obligations under this Agreement.