Common use of Due Execution, Delivery and Performance of the Agreements Clause in Contracts

Due Execution, Delivery and Performance of the Agreements. The Company's execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate action by the Company, and will not violate any law or the Company's Certificate of Incorporation or Bylaws of the Company or any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company is a party or by which the Company or any of its properties or assets is bound as of the date hereof, or result in a breach of or constitute (upon notice or lapse of time or both) a default under any such indenture, mortgage, agreement, contract or other material instrument or result in the creation or imposition of any lien, security interest, mortgage, pledge, charge or other encumbrance, of any material nature whatsoever, upon any properties or assets of the Company. Upon the execution and delivery by the Company, and assuming the valid execution and delivery of this Agreement by the Purchaser, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 9.3 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company's execution, delivery and performance of this Agreement have been duly authorized under Delaware law by all requisite corporate action by the Company, and will not violate any law or the Company's Amended and Restated Certificate of Incorporation or Bylaws of the Company or any material provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company is a party or by which the Company or any of its properties or assets is bound as of the date hereof, or result in a breach of or constitute (upon notice or lapse of time or both) a default under any such material indenture, mortgage, agreement, contract or other material instrument or result in the creation or imposition of any lien, security interest, mortgage, pledge, charge or other encumbrance, of any material nature whatsoever, upon any properties or assets of the Company. Upon the execution and delivery by the Companydelivery, and assuming the valid execution and delivery of this Agreement by each of the PurchaserPurchasers, this Agreement will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 9.3 8.4 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company has full power and authority to enter into this Agreement and each Document. This Agreement has been, and each Document and the Debentures will be, duly authorized, executed and delivered by the Company. The Company's execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate action by Agreement, the Company, Debentures and each Document will not violate (i) any law law, rule or regulation applicable to the Company's Company or any of its subsidiaries or (ii) the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries or (iii) any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties or assets is bound as of the date hereof, or result in a breach of or constitute (upon notice or lapse of time or both) a default under any such material indenture, mortgage, agreement, contract or other material instrument or result in the creation or imposition of any lien, security interest, mortgage, pledge, charge or other encumbrance, of any material nature whatsoever, encumbrance upon any properties or assets of the CompanyCompany or any of its subsidiaries, except, in the case of such clause (iii), where such violation, breach or default would not have a material adverse effect on the business, properties, prospects, condition (financial or otherwise), net worth or results of operations of the Company and its subsidiaries taken as a whole (a "Material Adverse Effect"). Upon the their execution and delivery by the Company, and (assuming the valid execution and delivery of this Agreement thereof by the Purchaserrespective parties thereto other than the Company), this Agreement Agreement, the Documents and the Debentures will constitute a valid and binding obligation obligations of the Company, enforceable in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Company in Section 9.3 hereof may be legally unenforceable).