Common use of Enforceability; Authority Clause in Contracts

Enforceability; Authority. And NO CONFLICT. (a) Each of this Agreement, the ▇▇▇▇ of Sale and each other document or instrument to be executed or delivered by Seller at Closing (collectively, the "Seller's Closing Documents") constitutes the legal, valid, and binding obligation of Seller party thereto, enforceable against it in accordance with its terms. Seller has the power and authority to execute and deliver the Seller's Closing Documents to which it is a party and to perform its obligations under such Seller's Closing Documents, and such action has been duly authorized by all necessary action by such Seller's shareholders and board of directors. (b) Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time or both): (i) breach (A) any provision of any of the Governing Documents of Seller, or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) breach, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Seller, or any of the Assets, may be subject; (iii) contravene, conflict with, or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by a Seller and used in or that relates to the Assets or to the PhotoLoft Business; (iv) cause Buyer to become subject to, or to become liable for, the payment of any Tax; (v) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify, any Seller Contract (except for any such provision prohibiting the assignment of such Seller Contract to Buyer without the consent of a party (other than a Seller) to such Seller Contract); or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets.

Enforceability; Authority. And NO CONFLICT. (a) Each The Company has all requisite corporate power and authority to execute and deliver this Agreement and each other document, instrument or certificate contemplated by this Agreement to be executed by the Company in connection with the consummation of the transactions contemplated by this Agreement, and to consummate the ▇▇▇▇ transactions contemplated hereby and thereby. The execution, delivery and performance of Sale this Agreement and the Transaction Agreements, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Company and, except for obtaining the approval of the Company Stockholders, no other corporate action on the part of the Company Stockholders is required. This Agreement has been, and each other document of the Transaction Agreements to which the Company is a party will be at or instrument prior to be the Closing, duly and validly executed or and delivered by Seller at Closing the Company and (collectivelyassuming the due authorization, execution and delivery by the "Seller's Closing Documents"other parties hereto and thereto) constitutes this Agreement constitutes, and each of the other Transaction Agreements to which the Company is a party when so executed and delivered will constitute, a legal, valid, valid and binding obligation of Seller party theretothe Company, enforceable against it in accordance with its respective terms. Seller has Except for obtaining the power Requisite Consent of the Stockholders, no action is required to be taken by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery and authority to execute and deliver the Seller's Closing Documents performance of this Agreement or any other Transaction Agreement to which it is a party or the consummation of the Merger or any of the other transactions contemplated hereby, under the Governing Documents of the Company and each of its Subsidiaries, the DGCL or the laws of any other jurisdiction in which the Company is qualified to perform its obligations under such Seller's Closing Documents, and such action has been duly authorized by all necessary action by such Seller's shareholders and board of directorsdo business. (b) Neither the execution and delivery The board of this Agreement nor the consummation or performance of any directors of the Contemplated Transactions willCompany, directly or indirectly (with or without notice or lapse of time or both): (i) breach (A) any provision of any at a meeting duly called and held, based on the unanimous recommendation of the Governing Documents disinterested members of Seller, or (B) any resolution adopted by the board of directors or of the shareholders of Seller; Company, has (i) determined that the transactions contemplated by this Agreement and the Transaction Agreements to which the Company is a party are fair to, and in the best interests of, the Company Stockholders, (ii) breach, or give any Governmental Body or other Person approved and adopted this Agreement and the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Transaction Agreements to which Sellerthe Company is a party and the transactions contemplated hereby and thereby, or any of including the AssetsMerger, may be subject; and declared their advisability, and (iii) contravenerecommended adoption by the Company Stockholders, conflict with, or result in a violation or breach of any of subject to the terms or requirements ofand conditions set forth herein, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by a Seller and used in or that relates to the Assets or to the PhotoLoft Business; (iv) cause Buyer to become subject to, or to become liable for, the payment of any Tax; (v) breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify, any Seller Contract (except for any such provision prohibiting the assignment of such Seller Contract to Buyer without the consent of a party (other than a Seller) to such Seller Contract); or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assetsthis Agreement.

Enforceability; Authority. And NO CONFLICT.; NO CONSENTS (a) Each of Seller has all requisite power and authority to enter into this Agreement, Agreement and the ▇▇▇▇ of Sale and each other document or instrument documents to be executed or delivered by such Seller at the Closing (collectivelyand to perform its obligations hereunder and thereunder, including the "Seller's Closing Documents") Contemplated Transactions. This Agreement has been duly executed and delivered by each Seller and constitutes the a legal, valid, valid and binding obligation of Seller party theretoeach Seller, enforceable against it each Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect that affect creditors' rights generally and by legal and equitable limitations on the availability of specific remedies. Seller has This Agreement and the power and authority to execute and deliver the Seller's Closing Documents to which it is a party and to perform its obligations under such Seller's Closing Documents, and such action has Contemplated Transactions have been duly authorized by all necessary action by such each Seller's shareholders and board of directorsdirectors and shareholders. No further action is necessary on the part of Sellers to execute and deliver this Agreement or to consummate the Contemplated Transactions. (b) Neither Except as set forth in Section 3.2(b) of the Seller Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions by Sellers will, directly or indirectly (with or without notice or lapse of time or bothtime): (i) breach (A) any provision Conflict with or violate the articles of incorporation or other governing documents of any of the Governing Documents of Seller, or (B) any resolution adopted by the board of directors or the shareholders of Seller; (ii) Conflict with, result in a breach, violation or termination of any provision of, constitute a default under or give rise to any Governmental Body right of termination, cancellation or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Selleracceleration, or loss of any of the Assetsright or benefit or both, may be subjectunder any Seller Contract; (iii) contraveneResult in an acceleration or increase of any Indebtedness with respect to either Business or the Assets; (iv) Result in the imposition or creation of any Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the Assets; or (v) Contravene, conflict with, with or result in a violation or breach of any Governmental Authorization, Legal Requirement or Order applicable to Sellers, either Business or any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by a Seller and used in or that relates to the Assets or to the PhotoLoft Business;which Sellers may be subject. (ivc) cause Buyer Except as set forth in Section 3.2(c) of the Seller Disclosure Schedules, no Seller is required to become subject to, or to become liable for, the payment of any Tax; (v) breach any provision of, or give any notice to or obtain any Consent or Governmental Authorization from any Person in connection with the right to declare a default execution and delivery of this Agreement or exercise any remedy under, or to accelerate the maturity consummation or performance of, or payment under, or to cancel, terminate, or modify, any Seller Contract (except for any such provision prohibiting the assignment of such Seller Contract to Buyer without the consent of a party (other than a Seller) to such Seller Contract); or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the AssetsContemplated Transactions.