Common use of Authorization; Binding Effect; No Breach Clause in Contracts

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance by the Company of each Transaction Document to which it is a party has been duly authorized by the Company. Each Transaction Document to which the Company is a party constitutes a valid and binding obligation of the Company which is enforceable against the Company in accordance with its terms. Except as set forth on Schedule 4.3, the execution, delivery and performance of the Transaction Documents to which the Company is a party do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon any of the Company Shares or any of the Assets of the Company under, (iv) give any third party the right to modify, terminate or accelerate any liability or obligation of the Company under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Government Entity pursuant to, the charter or bylaws of the Company or any agreement, instrument or other document, or any Legal Requirement, to which the Company, any of the Company Shares or any of the Assets of the Company is subject. Without limiting the generality of the foregoing, neither the Company nor any of its Affiliates has entered into any agreement, or is bound by any obligation of any kind whatsoever, directly or indirectly, to transfer or dispose of the Company Shares or any portion thereof, except as provided herein, or, whether by sale of stock or assets, assignment, merger, consolidation or otherwise, the Business of the Company or the Assets of the Company (or any substantial portion thereof) to any Person other than Base Ten, and neither the Company nor any of its Affiliates has entered into any agreement, nor is any such Person bound by any obligation of any kind whatsoever, to issue any Capital Stock of the Company to any Person. (b) On or prior to the date hereof, the Company has delivered the following documents to Base Ten: (i) copies of the resolutions duly adopted by the Company's board of directors authorizing the Company's execution, delivery and performance of this Agreement and the consummation of the Merger and all other transactions contemplated by this Agreement, certified by an officer of the Company; (ii) a certificate (dated not more than ten business days prior to the date hereof) of the Secretary of State of the State of Nevada as to the good standing of the Company in Nevada; provided, that, the Company may deliver such certificate to Base Ten on or before January 22, 2002.

Authorization; Binding Effect; No Breach. (a) The Seller's execution, delivery and performance by the Company of each Transaction Document to which it Seller is a party has have been duly authorized by the CompanySeller. Each Transaction Document to which the Company Seller or ▇▇▇▇▇▇▇ is a party constitutes a valid and binding obligation of the Company such Person which is enforceable against the Company in accordance with its terms. Except as set forth on Schedule 4.3, the The execution, delivery and performance of the Transaction Documents to which the Company Seller or ▇▇▇▇▇▇▇ is a party do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon any of the Company Shares or any of the Acquired Assets of the Company under, (iv) give any third party the right to modify, terminate or accelerate any Assumed Liability or other liability or obligation of the Company Seller or ▇▇▇▇▇▇▇ under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Government Governmental Entity pursuant to, the charter or bylaws of the Company Seller or any agreement, instrument or other document, or any Legal Requirement, to which the CompanySeller, any of the Company Shares ▇▇▇▇▇▇▇ or any of the Assets of the Company Seller's assets is subject. Without limiting the generality of the foregoingforegoing neither Seller, neither the Company ▇▇▇▇▇▇▇ nor any Affiliate of its Affiliates either of them has entered into any agreement, or is bound by any obligation of any kind whatsoever, directly or indirectly, indirectly to transfer or dispose of the Company Shares or any portion thereof, except as provided herein, or, (whether by sale of stock or assets, assignment, merger, consolidation or otherwise, ) the Business of the Company or the Acquired Assets of the Company (or any substantial portion thereof) to any Person other than Base TenPurchaser, and neither the Company Seller nor any of its Affiliates ▇▇▇▇▇▇▇ has entered into any agreement, nor is any such Person it bound by any obligation of any kind whatsoever, to issue any Capital Stock capital stock of the Company Seller to any Person. (b) On or prior to the date hereof, the Company has delivered the following documents to Base Ten: (i) copies of the resolutions duly adopted by the Company's board of directors authorizing the Company's execution, delivery and performance of this Agreement and the consummation of the Merger and all other transactions contemplated by this Agreement, certified by an officer of the Company; (ii) a certificate (dated not more than ten business days prior to the date hereof) of the Secretary of State of the State of Nevada as to the good standing of the Company in Nevada; provided, that, the Company may deliver such certificate to Base Ten on or before January 22, 2002.

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance by the Company of each Transaction Document to which it is a party has been duly authorized by the Company. Each Transaction Document to which the Company is a party constitutes a valid and binding obligation of the Company which is enforceable against the Company in accordance with its terms. Except as set forth on Schedule 4.3, the execution, delivery and performance of the Transaction Documents to which the Company is a party do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon any of the Company Shares or any of the Assets of the Company under, (iv) give any third party the right to modify, terminate or accelerate any liability or obligation of the Company under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Government Entity pursuant to, the charter or bylaws of the Company or any agreement, instrument or other document, or any Legal Requirement, to which the Company, any of the Company Shares or any of the Assets of the Company is subject. Without limiting the generality of the foregoing, neither the Company nor any of its Affiliates has entered into any agreement, or is bound by any obligation of any kind whatsoever, directly or indirectly, to transfer or dispose of the Company Shares or any portion thereof, except as provided herein, or, whether by sale of stock or assets, assignment, merger, consolidation or otherwise, the Business of the Company or the Assets of the Company (or any substantial portion thereof) to any Person other than Base TenTechSys, and neither the Company nor any of its Affiliates has entered into any agreement, nor is any such Person bound by any obligation of any kind whatsoever, to issue any Capital Stock of the Company to any Person. (b) On or prior to the date hereof, the Company has delivered the following documents to Base Ten: (i) copies of the resolutions duly adopted by the Company's board of directors authorizing the Company's execution, delivery and performance of this Agreement and the consummation of the Merger and all other transactions contemplated by this Agreement, certified by an officer of the Company; (ii) a certificate (dated not more than ten business days prior to the date hereof) of the Secretary of State of the State of Nevada as to the good standing of the Company in Nevada; provided, that, the Company may deliver such certificate to Base Ten on or before January 22, 2002.

Authorization; Binding Effect; No Breach. (a) The execution, delivery and performance by the Company of each Transaction Document to which it is a party has been duly authorized by the Company. Each Transaction Document to which the Company is a party constitutes a valid and binding obligation of the Company which is enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditor’s rights generally, or by general equitable principles (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule 4.3, the execution, delivery and performance of the Transaction Documents to which the Company is a party do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any Lien upon any of the Company Shares or any of the Assets of the Company under, (iv) give any third party the right to modify, terminate or accelerate any liability or obligation of the Company under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or declaration or notice to any Government Entity pursuant to, the charter or bylaws of the Company or any agreement, instrument or other document, or any Legal Requirement, to which the Company, any of the Company Shares or any of the Assets of the Company is subject. Without limiting the generality of the foregoing, neither the Company nor any of its Affiliates has entered into any agreement, or is bound by any obligation of any kind whatsoever, directly or indirectly, to transfer or dispose of the Company Shares or any portion thereof, except as provided herein, or, whether by sale of stock or assets, assignment, merger, consolidation or otherwise, the Business of the Company or the Assets of the Company (or any substantial portion thereof) to any Person other than Base Ten, and neither the Company nor any of its Affiliates has entered into any agreement, nor is any such Person bound by any obligation of any kind whatsoever, to issue any Capital Stock of the Company to any Person. (b) On or prior to the date hereof, the Company has delivered (or otherwise made available) the following documents to Base TenEos: (i) copies of the resolutions duly adopted by the Company's ’s board of directors authorizing the Company's ’s execution, delivery and performance of this Agreement and the consummation of the Merger and all other transactions contemplated by this Agreement, certified by an officer of the Company; (ii) a certificate (dated not more than ten business days prior to the date hereof) of the Secretary of State Treasurer of the State of Nevada New Jersey as to the good standing of the Company in Nevada; provided, that, the Company may deliver such certificate to Base Ten on or before January 22, 2002New Jersey.