Common use of Authorization; No Conflicts; Authority Clause in Contracts

Authorization; No Conflicts; Authority. This Agreement has been duly executed and delivered by the Selling Stockholder and constitutes a valid and binding agreement of the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, the performance of the terms hereof and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound, or (B) result in the violation of any law, regulation, order or decree applicable to the Selling Stockholder; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Securities being sold by the Selling Stockholder, except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of FINRA.

Authorization; No Conflicts; Authority. This Agreement has been duly executed and delivered by the Selling Stockholder each Seller and constitutes a valid and binding agreement of the Selling Stockholdersuch Seller, enforceable in accordance with its terms, except as rights to indemnity hereunder or thereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or laws affecting the rights of creditors generally and subject to general principles of equity. The execution and delivery of this Agreement, the performance of the terms hereof and the consummation of the transactions herein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or instrument to which the Selling Stockholder such Seller is a party or by which the Selling Stockholder such Seller is bound, or (B) result in the violation of any law, regulation, order or decree applicable to the Selling Stockholdersuch Seller; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance of this Agreement or for the consummation of the transactions contemplated hereby, including the sale of the Securities Shares being sold by the Selling Stockholder, such Seller except such as may be required under the Securities Act or state securities laws or blue sky laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).