Common use of Authority and Non-Contravention Clause in Contracts

Authority and Non-Contravention. Purchaser has the full corporate power and authority to enter into, execute, deliver and perform this Agreement and all Exhibits to which it is a party. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and such Exhibits, when executed and delivered by Purchaser, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Purchaser is a party or by which any of its assets are bound or affected. Purchaser is not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or thereby.

Authority and Non-Contravention. Purchaser Each of Sellers has the full corporate power power, authority and authority capacity to enter into, execute, deliver and perform this Agreement and all Exhibits to which it is a party. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary corporate action of PurchaserSellers. This Agreement and such Exhibits, when executed and delivered by PurchaserSellers, shall be valid and binding obligations of PurchaserSellers, enforceable against it them in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities authorities, neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws Bylaws of Purchaserthe Company, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, Sellers or the Company or the Business or by which any of Purchaser's their assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets Sellers' or the Assets pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Purchaser Sellers or the Company is a party or by which any of its their assets are bound or affected. Purchaser is not Neither Sellers nor the Company are required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality instrumentality, and no approvals or non-objections are required to be obtained or made by Purchaser Sellers or the Company in connection with the execution, delivery or performance by Purchaser Sellers of this Agreement or the Exhibits any Exhibit or the consummation of the transactions contemplated hereby or thereby.

Authority and Non-Contravention. Purchaser Each of Parent and Merger Sub has the full all required corporate power and authority to enter into, execute, deliver and perform into this Agreement and all Exhibits the agreements contemplated hereby to which it is a partyparty and to carry out the transactions contemplated hereby and thereby. This Agreement is a valid and binding obligation of each of Parent and Merger Sub enforceable against each of the Parent and Merger Sub in accordance with their respective terms, subject to the Bankruptcy and Equity Exceptions. The execution, delivery and performance of this Agreement and such Exhibitshave been, and the consummation of all transactions contemplated herein agreements, documents and thereininstruments to be executed and delivered by Parent and/or Merger Sub at Closing will be, have been duly authorized by all necessary corporate action of PurchaserParent and/or Merger Sub, as applicable. This The Merger has been duly adopted and approved by Parent as the sole stockholder of Merger Sub. The execution, delivery and performance by each of Parent and Merger Sub of this Agreement and such Exhibitsall agreements, when documents and instruments to be executed and delivered by PurchaserParent and/or Merger Sub at Closing, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby by this Agreement, do not (a) violate or thereby will (i) result in a violation of, conflict with or violate constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of the Articles Parent’s or Certificate Merger Sub’s certificate of Incorporation incorporation or By-laws of Purchaserbylaws, (iib) conflict with or violate any lawviolate, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of a violation of, or constitute a default (or an event which with notice or whether after the giving of notice, lapse of time or both would become both) under, any provision of any Law, regulation or rule, or any order of, or any restriction imposed by, any Governmental Authority applicable to Parent or Merger Sub, as applicable, (c) assuming that all consents and approvals described in Section 2.2(b) have been obtained and all filings and obligations described in Section 2.2(b) have been made as implied with, require from each either Parent or Merger Sub any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party or (d) violate or result in a defaultviolation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to others any rights a right of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, any notematerial contract, bond, mortgage, indentureagreement, permit, license, franchise, lease, contract, authorization or other instrument or obligation to which Purchaser Parent or Merger Sub, as applicable, is a party or by which any of its assets Parent, Merger Sub or their respective assets, as applicable, are bound or affected. Purchaser is not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or therebybound.

Authority and Non-Contravention. Purchaser Each of Buyer and Buyer Merger Sub has the full corporate right, authority and power and authority under its respective certificate of incorporation to enter into, execute, deliver and perform this Agreement and all Exhibits into the Transaction Documents to which it is a partyparty and to carry out the Transaction. The Transaction Documents to which Buyer and/or Buyer Merger Sub is a party are valid and binding obligations of Buyer and/or Buyer Merger Sub, as applicable, enforceable against each of them in accordance with their respective terms, subject to the Bankruptcy/Receivership Exception. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, Transaction Documents have been duly authorized by all necessary corporate action under each of PurchaserBuyer’s and Buyer Merger Sub’s certificate of incorporation. This Agreement The execution, delivery and such Exhibits, when executed performance by Buyer and delivered by Purchaser, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement nor the execution and delivery Buyer Merger Sub of the certificates Transaction Documents do not and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby or thereby will not: (i) violate or result in a violation of, conflict with or violate constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under any provision of the Articles Buyer’s or Certificate Buyer Merger Sub’s certificate of Incorporation incorporation or By-laws of Purchaser, bylaws; (ii) conflict with or violate any lawviolate, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of a violation of, or constitute a default (or an event which with notice or whether after the giving of notice, lapse of time or both would become both) under, any provision of any Law applicable to any of them; (iii) require from Buyer or Buyer Merger Sub any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party, other than (I) compliance with any applicable requirements of the HSR Act, (II) compliance with any applicable foreign antitrust, merger control or competition laws and (III) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; or (iv) violate or result in a defaultviolation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to others any rights a right of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, any notematerial contract, bond, mortgage, indentureagreement, permit, license, franchise, lease, contract, authorization or other instrument or obligation to which Purchaser Buyer or Buyer Merger Sub is a party or by which any of Buyer or Buyer Merger Sub or its assets are bound or affected. Purchaser is not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or therebybound.

Authority and Non-Contravention. Purchaser has the full corporate power and authority to enter into, execute, deliver and perform this Agreement and all Exhibits to which it is a party. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and such Exhibits, when executed and delivered by Purchaser, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, ; subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities authorities, neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents document set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws of Purchaser, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, ; or accelerate the performance required by or maturity of, ; or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, ; any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, or other instrument or obligation to which Purchaser is a party or by which any of its assets are bound or affected. Purchaser is not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or thereby.

Authority and Non-Contravention. Purchaser Seller has the full corporate power power, authority and authority capacity to enter into, execute, deliver and perform this Agreement and all Exhibits to which it he is a party. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and such Exhibits, when executed and delivered by PurchaserSeller, shall be valid and binding obligations of PurchaserSeller, enforceable against it him in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither Neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents set forth as Exhibits hereto nor the consummation of the transactions Transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws Bylaws of Purchaserthe Company, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, Seller or the Company or by which any of Purchaser's assets the Shares or the Assets are bound or affected, or (iii) conflict with or result in any breach of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination or cancellation of, Of; or accelerate the performance required by or maturity of, ; or result in the creation of any security interest, lien, charge or encumbrance on any of PurchaserSeller's assets Shares or the Assets pursuant to any of the terms, conditions or provisions of, of any note, bond, mortgage, indenture, permit, license, franchise, lease, . lease contract, or other instrument or obligation to which Purchaser Seller or the Company is a party or by which any of its assets the Shares or the Assets are bound or affectedaffected that in the aggregate would have a material adverse affect on the Purchaser. Purchaser is not Neither Seller nor the Company are required to submit any notice, . declaration, report or other filing or registration with any governmental or regulatory regulator authority or instrumentality instrumentality, and no approvals or non-objections are required to be obtained or made by Purchaser Seller or the Company in connection with the execution, delivery or performance by Purchaser Seller of this Agreement or the Exhibits any Exhibit or the consummation of the transactions Transactions contemplated hereby or thereby.

Authority and Non-Contravention. Purchaser has the full corporate right, authority and power under its charter and authority by-laws to enter into, execute, deliver and perform into this Agreement and all Exhibits the other Transaction Documents executed by Purchaser, as the case may be, pursuant hereto and to which it is a partycarry out the Transactions. This Agreement and the Transaction Documents executed by Purchaser pursuant hereto are valid and binding obligations of Purchaser enforceable against such Party in accordance with their respective terms, subject to the effect, if any, of the Bankruptcy and Equity Exception. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, Transaction Documents executed by Purchaser pursuant hereto have been duly authorized by all necessary corporate action under Purchaser’s charter and by-laws. The execution, delivery and performance by Purchaser of Purchaser. This this Agreement and such Exhibits, when Transaction Documents to be executed and delivered by PurchaserPurchaser pursuant hereto, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement nor the execution and delivery performance by Purchaser of the certificates Transactions, do not and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby will not: (a) violate or thereby will (i) result in a violation of, conflict with or violate constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of the Articles or Certificate of Incorporation or By-laws of Purchaser’s organizational documents; (b) violate, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of a violation of, or constitute a default (or an event which with notice or whether after the giving of notice, lapse of time or both would become both) under, any provision of any Law applicable to Purchaser; (c) require from Purchaser any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other Person; or (d) violate or result in a defaultviolation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to others any rights a right of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, material Contract or other instrument or obligation Permit to which Purchaser is a party or by which any Purchaser or assets of its assets either are bound or affected. Purchaser is not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or therebybound.

Authority and Non-Contravention. Purchaser Each of Ticketmaster and Merger Sub has the full corporate right, authority and power and authority under its Fundamental Documents to enter into, execute, deliver and perform into this Agreement and all Exhibits the other Transaction Documents executed by Ticketmaster or Merger Sub, as the case may be, pursuant hereto and to which it is a partycarry out the Transactions. This Agreement and the Transaction Documents executed by each of Ticketmaster or Merger Sub pursuant hereto are valid and binding obligations of each of Ticketmaster or Merger Sub, as the case may be, enforceable against such party in accordance with their respective terms, subject to the effect, if any, of the Bankruptcy and Equity Exception. The execution, delivery and performance of this Agreement and such Exhibits, and the consummation of all transactions contemplated herein and therein, Transaction Documents executed by Ticketmaster or Merger Sub pursuant hereto have been duly authorized by all necessary corporate corporate, limited liability company, shareholder and/or member action, as applicable under each such party’s charter and by-laws. No further action by Ticketmaster, Merger Sub, or any of Purchasertheir officers, board, members or managers is necessary to authorize this Agreement or any of the other Transaction Documents or to consummate any of the Transactions. This The execution, delivery and performance by Ticketmaster and Merger Sub of this Agreement and such Exhibits, when Transaction Documents to be executed and delivered by PurchaserTicketmaster or Merger Sub pursuant hereto, shall be valid and binding obligations of Purchaser, enforceable against it in accordance with the terms hereof and thereof, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby Transactions, do not and will not: (a) violate or thereby will (i) result in a violation of, conflict with or violate constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit under any provision of the Articles Ticketmaster’s or Certificate of Incorporation or By-laws of PurchaserMerger Sub’s Fundamental Documents; (b) violate, (ii) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in a violation of, or in any breach of or material respect constitute a default (or an event which with notice or whether after the giving of notice, lapse of time or both would become both) under, any provision of any Law, Contract, Permit or any restriction imposed by, any Governmental Body that is applicable to Ticketmaster or Merger Sub; (c) except as set forth on Schedule 6.2 require from Ticketmaster or Merger Sub any Consent of any third party; or (d) violate or result in a defaultviolation of, or conflict with or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate any obligation under, or give rise to others any rights a right of termination or cancellation of, or accelerate the performance required by or maturity of, or result in the creation of any security interest, lien, charge or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions of, any notematerial Contract, bond, mortgage, indenture, permitPermit, license, franchise, lease, contract, authorization or other instrument or obligation to which Purchaser Ticketmaster or Merger Sub is a party or by which any Ticketmaster or Merger Sub or assets of its assets either are bound or affected. Purchaser is not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or therebybound.

Authority and Non-Contravention. Purchaser The Buyer has the full corporate right, authority and power under its charter and authority by-laws, as applicable, to enter intointo this Agreement, execute, deliver and perform this Agreement the Transaction Documents and all Exhibits agreements, documents and instruments executed by the Buyer pursuant hereto and to which it is a partycarry out the transactions contemplated hereby and thereby. This Agreement, the Transaction Documents and all agreements, documents and instruments executed by the Buyer pursuant hereto are valid and binding obligations of the Buyer enforceable in accordance with their respective terms. The execution, delivery and performance of this Agreement Agreement, the Transaction Documents and such Exhibitsall agreements, documents and instruments executed by the consummation of all transactions contemplated herein and therein, Buyer pursuant hereto have been duly authorized by all necessary corporate action under the Buyer’s charter or by-laws. The execution, delivery and performance by the Buyer of Purchaser. This Agreement this Agreement, the Transaction Documents and such Exhibitsall agreements, when documents and instruments to be executed and delivered by Purchaserthe Buyer pursuant hereto do not and will not: (a) violate or result in a violation of, shall be valid and binding obligations or constitute or result in a default (whether after the giving of Purchasernotice, enforceable against it in accordance with lapse of time or both) under, accelerate any obligation under, or give rise to a right of termination of, any material contract, agreement, obligation, permit, license or authorization to which the terms hereof and thereofBuyer is a Party or by which the Buyer or its assets are bound, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that the remedies of specific performance, injunction and other forms of mandatory equitable relief may not be available. Except for approvals of governmental authorities neither the execution and delivery of this Agreement nor the execution and delivery of the certificates and documents set forth as Exhibits hereto nor the consummation of the transactions contemplated hereby or thereby will (i) conflict with or violate any provision of the Articles or Certificate of Incorporation or By-laws of Purchaser, Buyer’s organizational documents; (iib) conflict with or violate any law, rule, regulation, ordinance, order, writ, injunction, judgment or decree applicable to Purchaser, or by which any of Purchaser's assets are bound or affected, or (iii) conflict with or result in any breach of a violation of, or constitute a default (or an event which with notice or whether after the giving of notice, lapse of time or both would become a defaultboth) under, any provision of any law, regulation or give to others rule, or any rights of termination or cancellation order of, or accelerate any restriction imposed by, any court or governmental agency applicable to the performance required by Buyer; or maturity of(c) require from the Buyer any notice to, declaration or filing with, or result in the creation of any security interest, lien, charge consent or encumbrance on any of Purchaser's assets pursuant to any of the terms, conditions or provisions approval of, any note, bond, mortgage, indenture, permit, license, franchise, lease, contract, Governmental Authority or other instrument or obligation to which Purchaser is a third party or by which any of its assets are bound or affected. Purchaser is (that has not required to submit any notice, declaration, report or other filing or registration with any governmental or regulatory authority or instrumentality and no approvals or non-objections are required to be obtained or made by Purchaser in connection with the execution, delivery or performance by Purchaser of this Agreement or the Exhibits or the consummation of the transactions contemplated hereby or therebyalready been obtained).