Common use of Due Authorization; Binding Obligation Clause in Contracts

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the Seller Shareholder, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Seller's articles of incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller Shareholder; or (b) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement or other instrument which is either binding upon or enforceable against the Seller, the Seller Shareholder or the Purchased Assets.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement, the Promissory Note, the Employment Agreement and each of the all other agreements contemplated by this Agreement and Agreement, the consummation of the transactions contemplated by this Agreement and the issuance of the Common Stock have been duly authorized by all necessary corporate actions action of the SellerGTS and Merger Subsidiary. This Agreement has been duly executed and delivered by the Seller GTS and Merger subsidiary and is a the valid and binding obligation of the Seller GTS and the Seller ShareholderMerger subsidiary, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will: (ai) conflict with or violate any provision of the Seller's articles of incorporation or bylawsby-laws of GTS, or, to the Seller's and the Seller Shareholder's knowledge, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller ShareholderGTS; or (bii) except as set forth on Schedule 2.3 to this Agreement, result in any material breach of or default under any material mortgage, contract, agreement agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the SellerGTS or its assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against Networks or GTS; or, the Seller Shareholder (v) impair or the Purchased Assetsin any way limit any material governmental or official license, approval, permit or authorization of GTS or any of its subsidiaries to conduct their respective businesses.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement, the Promissory Note, the Employment Agreement and each of the all other agreements contemplated by this Agreement and Agreement, the consummation of the transactions contemplated by this Agreement and the issuance of the Common Stock have been duly authorized by all necessary corporate actions action of the SellerGTS and Merger Subsidiary. This Agreement has been duly executed and delivered by the Seller GTS and Merger subsidiary and is a the valid and binding obligation of the Seller GTS and the Seller ShareholderMerger subsidiary, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will: (ai) conflict with or violate any provision of the Seller's articles of incorporation or bylawsby-laws of GTS, or, to the Seller's and the Seller Shareholder's knowledge, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller ShareholderGTS; or (bii) except as set forth on Schedule 2.3 to this Agreement, result in any material breach of or default under any material mortgage, contract, agreement agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against GTS or its assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity; or (v) impair or in any way limit any material governmental license, approval, permit or authorization. Attached to this Agreement as EXHIBIT N are true, correct and complete copies of the SellerArticles of Incorporation, the Seller Shareholder or the Purchased Assetsas amended, and Bylaws, as amended, of GTS.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement, the Promissory Note, the Employment Agreement and each of the all other agreements contemplated by this Agreement and Agreement, the consummation of the transactions contemplated by this Agreement and the issuance of the Common Stock have been duly authorized by all necessary corporate actions action of the SellerGTS and Merger Subsidiary. This Agreement has been duly executed and delivered by the Seller GTS and Merger subsidiary and is a the valid and binding obligation of the Seller GTS and the Seller ShareholderMerger subsidiary, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will: (ai) conflict with or violate any provision of the Seller's articles of incorporation or bylawsby-laws of GTS, or, to the Seller's and the Seller Shareholder's knowledge, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller ShareholderGTS; or (bii) except as set forth on Schedule 2.3 to this Agreement, result in any material breach of or default under any material mortgage, contract, agreement agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against GTS or its assets; (iii) result in any breach of or default under any contract; (iv) violate any legally protected right of any individual or entity; or (v) impair or in any way limit any material governmental license, approval, permit or authorization. Attached to this Agreement as Exhibi N are true, correct and complete copies of the SellerArticles of Incorporation, the Seller Shareholder or the Purchased Assetsas amended, and Bylaws, as amended, of GTS.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate actions action of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the Seller ShareholderSeller, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict : A. Conflict with or violate any provision of the Seller's articles of incorporation or bylawsbylaws of Seller, or, to the Seller's and the Seller Shareholder's knowledge, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller ShareholderSeller; or (b) except as set forth on Schedule 2.3 to this Agreement, result or B. Result in any breach of or default under any mortgage, contract, agreement agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against Seller or the assets and properties of Seller. Without limiting the generality of the foregoing, Seller is not a party to any continuing agreement or understanding, made by it or on its behalf, which limits in any way the ability of: A. Seller Shareholder or to enter into this Agreement and perform its obligations hereunder; B. Seller to sell the Purchased Assets to Buyer and Buyer to purchase the Purchased Assets, all on the terms and subject to the conditions set forth herein; or C. The parties hereto to consummate the transactions contemplated hereby, nor has Seller breached any such agreement, or any prior agreement, which breach would entitle the other party thereto to any equitable or monetary remedies.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement hereby and the consummation of the transactions contemplated by this Agreement hereby have been duly authorized by all necessary corporate actions action of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the Seller Shareholderand, enforceable in accordance with its terms. To the Best of Seller's Knowledge, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (ai) conflict with or violate any provision of any of the Seller's articles Articles of incorporation Incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any Seller or any Seller Shareholderthe Seller; or (bii) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement agreement, indenture, will, trust or other instrument which is either binding upon or enforceable against the Seller, the Seller Shareholder or the Purchased Assets or the Premises, other than those matters addressed or discharged with closing proceeds or with respect to Assumed Liabilities which prohibit any assumption or transfer, or with respect to the Amplicon leases and the Met Life/GE Capital mortgage; or (iii) violate any legally protected right of any individual or entity or give to any individual or entity a right or claim against the Purchaser, the Purchased Assets, or the Premises.

Due Authorization; Binding Obligation. The execution, delivery and performance of this Agreement and each of the other agreements contemplated by this Agreement and consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate actions of the Seller. This Agreement has been duly executed and delivered by the Seller and is a valid and binding obligation of the Seller and the each Seller Shareholder, enforceable in accordance with its terms. Except as set forth on Schedule 2.3 to this Agreement, except as such enforceability may be limited by bankruptcy, insolvency or similar laws and equitable principals. Neither neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (a) conflict with or violate any provision of the Seller's (or to the extent applicable, any Seller Shareholder's) articles of incorporation or bylaws, or, to the Seller's and the Seller Shareholder's knowledge, or of any law, ordinance or regulation or any decree or order of any court or administrative or other governmental body which is either applicable to, binding upon or enforceable against any the Seller or any Seller Shareholder; or (b) except as set forth on Schedule 2.3 to this Agreement, result in any breach of or default under any mortgage, contract, agreement or other instrument which is either binding upon or enforceable against the Seller, the a Seller Shareholder or the Purchased Assets.