Common use of Corporate Authorization, Certain Corporate Actions, No Conflicts Clause in Contracts

Corporate Authorization, Certain Corporate Actions, No Conflicts. Seller has all requisite power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Seller of this Agreement and the transactions described herein. This Agreement has been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of Seller, and is enforceable as to Seller in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Neither the execution, delivery nor performance of this Agreement by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Seller's certificate of incorporation, bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which the Seller is a party or by which the Seller may be bound or affected.

Corporate Authorization, Certain Corporate Actions, No Conflicts. Seller Purchaser has all requisite power and authority to execute and deliver this Agreement and all necessary corporate proceedings have been taken to authorize the execution, delivery and performance by Seller Purchaser of this Agreement and the transactions transaction described herein. This Agreement has been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of SellerPurchaser, and is enforceable as to Seller Purchaser in accordance with its terms, except as such validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies. Neither the execution, delivery delivery, nor performance of this Agreement by Seller Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of SellerPurchaser's certificate of incorporation, incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment, or decree to which the Seller Purchaser is a party or by which the Seller Purchaser may be bound or affected.