Common use of Authority - General Clause in Contracts

Authority - General. The Shareholder has full and absolute power and authority to enter into this Agreement and the Escrow Agreement and this Agreement and the Escrow Agreement are valid and binding obligations of the Shareholder enforceable against the Shareholder in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights and remedies generally from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement and the Escrow Agreement, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Shareholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Common Stock, Purchaser capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Shareholder is a party, or by which the Shareholder or her properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Shareholder or any of her properties, assets or rights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Articles of Merger or the Escrow Agreement, as the case may be. Except as specified in Section 3.1(d) hereof or otherwise contemplated by this Agreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Shareholder of this Agreement or the Escrow Agreement, or the consummation by the Shareholder of the transactions contemplated hereby or thereby.

Authority - General. The Sole Shareholder has full and absolute power ------------------- and authority to enter into this Agreement and, if applicable, each Related Agreement being executed and delivered by the Escrow Agreement Sole Shareholder simultaneously herewith and this Agreement and each Related Agreement to which the Escrow Sole Shareholder is a party, and this Agreement are and each Related Agreement to which the Sole Shareholder is a party has been duly executed and delivered by the Sole Shareholder, and is the valid and binding obligations obligation of the Shareholder Sole Shareholder, enforceable against the Sole Shareholder in accordance with their respective its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights and remedies generally from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the Escrow AgreementSole Shareholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Sole Shareholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance Lien upon or against any assets, rights or property of the Company (or against any Company Common Stock, Purchaser Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Sole Shareholder is a party, or by which the Sole Shareholder or any of her properties, assets or rights may be bound, bound or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Sole Shareholder or any of her properties, assets or rights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, Agreement or any Related Agreement to which the Articles of Merger or the Escrow Agreement, as the case may beSole Shareholder is a party. Except as specified in Section 3.1(d) hereof or otherwise contemplated by this Agreement, no No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Sole Shareholder of this Agreement or the Escrow Agreement, each Related Agreement to which the Sole Shareholder is a party or the consummation by the Sole Shareholder of the transactions contemplated hereby or thereby.