Common use of Authorization and Approval; Noncontravention Clause in Contracts

Authorization and Approval; Noncontravention. Founder has the corporate power and authority to execute and deliver this Agreement, and to perform all the terms and conditions of this Agreement to be performed by it. The execution and delivery by Founder of this Agreement and the performance by it of all the terms and conditions hereof to be performed by it (including the other agreements, instruments and documents to be executed and delivered by it hereunder) have been duly authorized and approved by its Board of Directors. No approval of the shareholders of Founder is required in connection with this Agreement. This Agreement has been duly executed and delivered by Founder and constitutes the legal, valid and binding obligation of Founder, enforceable against Founder in accordance with its terms, and each of the other agreements, instruments and documents being or to be executed and delivered by Founder under this Agreement or in connection herewith has been duly authorized and, upon execution and delivery by Founder, will constitute a legal, valid and binding obligation of Founder, enforceable against Founder in accordance with its terms, except in each case as such enforcement may be limited by Bankruptcy Exceptions. Except as set forth in Section 5.2 of Founder Disclosure Schedule, the execution and delivery of this Agreement by Founder, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby do not: (a) conflict with or violate the Charter Documents and Bylaws of Founder; (b) violate or, alone or with notice or the passage of time, result in the breach or the termination of, or otherwise give any contracting party the right to terminate, declare a default, declare an acceleration or exercise remedies under, the terms of any material lease, contract, credit agreement or other instrument to which Founder, is a party; (c) result in the imposition of any Encumbrance on any material asset of Founder; or (d) violate in any material respect any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which Founder is subject. Except as otherwise noted in Section 5.2 of Founder Disclosure Schedule, there is no requirement applicable to Founder to make any filing with, or obtain any permit, authorization, consent or approval of, any Government Authority or any third party, in connection with Founder’s execution and delivery of this Agreement and the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.