Common use of Additional Joint Representations of Seller and Corporation to be Sold Clause in Contracts

Additional Joint Representations of Seller and Corporation to be Sold. (1) Consents, Authorizations and Binding Effect. ------------------------------------------- (i) Seller is fully authorized to execute, deliver and perform this Agreement (including without limitation execution, delivery and performance of the Operative Documents to which Seller or Corporation to be Sold is a party) without the necessity of Seller obtaining any consent, approval, authorization or waiver or giving any notice or otherwise, except for such consents, approvals, authorizations, waivers and notices: - which have been obtained and are unconditional and are in full force and effect and such notices which have been given, or - which are described in Appendix 2.01(c)(1)(i) of the Disclosure ---------------------- Letter, and - in either case approved by Purchaser prior to the Closing. (ii) Seller and Corporation to be Sold each has the corporate power to enter into this Agreement and to carry out its respective obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller and Corporation to be Sold and constitutes the legal, valid and binding obligation of Seller and Corporation to be Sold, enforceable against it in accordance with its terms, except as ------ may be limited by bankruptcy, reorganization, fraudulent conveyance, insolvency and similar laws of general application relating to or affecting the enforcement of rights of creditors and subject to general principles of equity. (iii) Except as described in Appendix 2.01(c)(1)(iii) of the Disclosure ------ ------------------------ Letter, the execution, delivery and performance of this Agreement by Seller and Corporation to be Sold does not and will not: - constitute a violation of either's Certificate of Incorporation, as amended, or Bylaws, as amended (except for those which, singly or ------ in the aggregate, would not create or result in a Material Adverse Effect), - result in any Lien against the Shares or the Assets (except for ------ those which singly or in the aggregate, would not create or result in a Material Adverse Effect), - constitute a violation of any statute, judgment, order, decree or regulation or rule of any Governmental body applicable or relating to Seller, or Corporation to be Sold, or the Assets or the business of Seller and Corporation to be Sold (except for those which, ------ singly or in the aggregate, would not create or result in a Material Adverse Effect), or - conflict with, or constitute a breach or default under, or give rise to any right of termination, cancellation or acceleration under, any term or provision of any contract, agreement, lease, commitment, license, franchise, permit, authorization or any other instrument or obligation known to Seller and Corporation to be Sold to which any of Seller and Corporation to be Sold is a party or by which their respective assets are bound, or an event which with notice, lapse of time, or both, would result in any such conflict, breach, default or right (except for those which, singly or in the ------ aggregate, would not create or result in a Material Adverse Effect) or other than those breaches, defaults or violations which Seller and Corporation to be Sold shall have cured on or before the Effective Time of Closing.