Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. The execution, delivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the Closing pursuant to Section 2 (the "Ancillary Agreements"), and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate of Incorporation or By-laws (each as amended to date) or any indenture, lease, agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company.

Authority for Agreement. The execution, delivery delivery, and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the Closing pursuant to Section 2 (the "Ancillary Agreements"), and the consummation by the Company each of the transactions contemplated hereby and thereby, have Transaction Documents to which Purchaser is a party has been duly authorized by all necessary corporate and shareholder action. This Agreement , and the Ancillary Agreements have been duly executed and delivered each of such Transaction Documents, upon its execution by the Company and Parties, will constitute the valid and binding obligations obligation of the Company Purchaser, enforceable against it in accordance with their respective and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and performance consummation of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their the provisions of the Transactions by the Company Purchaser to which it is a party will not violate any provision of law Applicable Law and will not conflict with or result in any breach of any of the terms, conditions conditions, or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate Purchaser’s Articles of Incorporation or By-laws (its Bylaws, in each case as amended to date) or amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which the Company Purchaser is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the CompanyPurchaser.

Authority for Agreement. The execution, delivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the on or prior to Initial Closing and any Subsequent Closing pursuant to Section 2 5.4 (the "Ancillary AgreementsANCILLARY AGREEMENTS"), and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate Articles of Incorporation or By-laws (each as amended to date) date and presently in effect), or any indenture, lease, agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company.

Authority for Agreement. The execution, delivery and performance ----------------------- by the Company of this Agreement and all other agreements required to be executed by the Company at on or prior to the Closing pursuant to Section 2 5.4 (the "Ancillary Agreements"), and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate Articles of Incorporation or By-laws (each as amended to date) or any material indenture, lease, agreement or other instrument to which the Company or the Canadian Subsidiary is a party or by which it either corporation or any of its respective properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the CompanyCompany or the Canadian Subsidiary.

Authority for Agreement. The execution, delivery and performance by the Company of this Agreement and all other agreements and instruments required to be executed by the Company at on or prior to the Closing pursuant to Section 2 5.4 (the "Ancillary Agreements"), and the consummation by the Company of the transactions contemplated hereby and thereby, have been or will be duly authorized by all necessary corporate action. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate Articles of Incorporation or By-laws Laws (each as amended to date) or any indenture, lease, agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company.

Authority for Agreement. The execution, delivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the Closing pursuant to Section 2 (the "Ancillary Agreements"), and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company will not violate any provision of applicable law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate of Incorporation or By-laws (each as amended to date) or any material indenture, lease, agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the CompanyCompany which would have a material adverse effect on the business, properties or results of operations of the Company (a "Material Adverse Effect").

Authority for Agreement. The execution, delivery and performance by the Company of this Agreement, the Warrants, and the Stockholders Agreement and all other agreements required to be executed by the Company at the Closing pursuant to (as defined in Section 2 (the "Ancillary Agreements"5.3 below), and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement Agreement, the shares, the Warrants and the Ancillary Agreements Stockholders Agreement have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The execution of and performance of the transactions contemplated by this Agreement Agreement, the Warrants and the Ancillary Agreements Stockholders Agreement and compliance with their provisions by the Company will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Certificate Articles of Incorporation Organization or By-laws Laws (each as amended to date) or any indenture, lease, agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company.

Authority for Agreement. The execution, delivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at on or prior to the Closing pursuant to Section 2 5 (the "Ancillary Agreements"), and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and the Ancillary Agreements have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable in accordance with their respective terms. The Except as set forth on Schedule 3.7, the execution of and performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the Company Company: (i) will not violate any provision of law applicable to the Company; and (ii) will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or require a consent or waiver under, its Restated Certificate of Incorporation or By-laws Bylaws (each as amended to date) date and presently in effect), or any indenture, lease, agreement or other instrument to which the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Company.