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 (a) has been duly authorized by all requisite corporate action by the Company, and (b) will not violate the Certificate of Incorporation or Bylaws of the Company or violate or result in a breach of or constitute a default under, any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary or any of their respective properties or assets is bound as of the date hereof. Upon the execution and delivery, and assuming the valid execution thereof 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 7.5 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company's execution, delivery and performance of this Agreement (a) has been duly authorized by all requisite corporate action by the Company, and (b) will not violate the Amended and Restated Certificate of Incorporation or Bylaws of the Company Company, each as amended to date, or violate or result in a breach of or constitute a default under, under any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary or any of their respective properties or assets is bound as of the date hereof. Upon the execution and delivery, and assuming the valid execution thereof hereof 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 7.5 7.4 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company's execution, delivery and performance of this Agreement (a) has been duly authorized by all requisite corporate action by the Company, and (b) will not violate the Certificate of Incorporation or Bylaws of the Company or violate or result in a breach of or constitute a default under, under any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary or any of their respective properties or assets is bound as of the date hereof. Upon the execution and delivery, and assuming the valid execution thereof 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 7.5 7.8 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company's execution, delivery and performance of this Agreement (a) has been duly authorized by all requisite corporate action by the Company, and (b) will not violate the Certificate of Incorporation or Bylaws of the Company or violate or result in a breach of or constitute a default under, any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary or any of their respective properties or assets is bound as of the date hereof. Upon the execution and delivery, and assuming the valid execution thereof 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 7.5 7.8 hereof may be legally unenforceable.

Due Execution, Delivery and Performance of the Agreements. The Company's execution, delivery and performance of this Agreement (a) has been duly authorized by all requisite corporate action by the Company, and (b) will not violate the Certificate of Incorporation or Bylaws of the Company Company, each as amended to date, or violate or result in a breach of or constitute a default under, under any provision of any material indenture, mortgage, agreement, contract or other material instrument to which the Company or any subsidiary is a party or by which the Company or any subsidiary or any of their respective properties or assets is bound as of the date hereof. Upon the execution and delivery, and assuming the valid execution thereof hereof 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 7.5 7.3 hereof may be legally unenforceable.