Common use of Authorization; Noncontravention Clause in Contracts

Authorization; Noncontravention. Purchaser has full corporate power and authority to execute this Agreement and to consummate the transactions contemplated to be consummated by it by this Agreement. Purchaser has duly executed and delivered this Agreement and, assuming the due execution and delivery by each Shareholder, this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting creditors’ rights generally and to general equitable principles. The execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated to be consummated by it by this Agreement do not and will not conflict with, or result in any breach of or constitute a default under, or result in the creation of any Lien upon any of the shares of Purchaser under, any provision of (i) its organizational documents, (ii) any Contract to which Purchaser is a party or by which any of its properties or assets is bound or (iii) any Judgment or Applicable Law applicable to Purchaser or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and could not reasonably be expected to have a material adverse effect on Purchaser.