Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Seller has all requisite power ------------------------------------- and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate and shareholder action. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not:

Authorization and Effect of Agreement. (a) The Seller has all ------------------------------------- requisite corporate power ------------------------------------- and authority to execute, execute and deliver this Agreement and the Related Agreements and to perform its obligations under this Agreement, hereunder and thereunder. The execution and delivery by the execution, delivery and performance Seller of this Agreement and the consummation Related Agreements and the performance by Seller of the transactions contemplated hereby its obligations hereunder and thereunder have been duly and validly authorized by all requisite necessary corporate and shareholder action. The execution and delivery action on the part of this Agreement and the consummation of the transactions contemplated herein do not and will not:Seller.

Authorization and Effect of Agreement. (a) The Seller has all requisite corporate power ------------------------------------- to execute and authority deliver this Agreement and the Related Agreements and to execute, deliver and perform its obligations under this Agreement, contemplated hereby and thereby. The execution and delivery by the execution, delivery and performance Seller of this Agreement and the consummation Related Agreements and the performance by the Seller of the transactions contemplated hereby to be performed by it have been duly authorized by all requisite corporate and shareholder action. The execution and delivery of this Agreement and necessary action on the consummation part of the transactions contemplated herein do not and will not:Seller.

Authorization and Effect of Agreement. Seller _____________________________________ has all the requisite corporate power ------------------------------------- and authority to execute, execute and deliver this Agreement and perform to fulfill its obligations under this Agreement, . The execution and the execution, delivery and performance by Seller of this Agreement and the consummation fulfillment of the transactions contemplated hereby its obligations under this Agreement have been duly authorized by all requisite necessary corporate action on the part of Seller. This Agreement has been duly executed and shareholder action. The delivered by Seller and, assuming the due execution and delivery of this Agreement by Buyer, constitutes a valid and the consummation binding obligation of the transactions contemplated herein do not and will not:Seller. 9.1.2

Authorization and Effect of Agreement. Seller has all requisite power ------------------------------------- and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate and shareholder action. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not have been duly authorized by all requisite corporate actions of the Seller, and will not:not result in a violation of the Seller’s rules and regulations or, to the best of Seller’s knowledge, a violation of any law, rule, license, regulation, judgment, order or decree governing or affecting the operation of the business of the Seller.

Authorization and Effect of Agreement. Seller has all the requisite corporate power ------------------------------------- and authority to execute, execute and deliver this Agreement and to perform its obligations under this Agreement, . The execution and the execution, delivery and performance by Seller of this Agreement and the consummation performance by Seller of the transactions contemplated hereby its obligations under this Agreement have been duly authorized by all requisite corporate and shareholder action. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not and will not:necessary

Authorization and Effect of Agreement. The Seller has all the requisite corporate power ------------------------------------- and authority to execute, execute and deliver this Agreement and perform its obligations under this Agreement, to consummate the transactions contemplated hereby. The execution and delivery by the execution, delivery and performance Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly will be authorized by all requisite necessary corporate and shareholder action. The execution and delivery of this Agreement and action on the consummation part of the transactions contemplated herein do not and will not:Seller as of the Closing.

Authorization and Effect of Agreement. (a) The Seller has all requisite corporate power ------------------------------------- and authority to execute, execute and deliver this Agreement and the Related Agreements and to perform its obligations under this Agreement, hereunder and thereunder. The execution and delivery by the execution, delivery and performance Seller of this Agreement and the consummation Related Agreements and the performance by Seller of the transactions contemplated hereby its obligations hereunder and thereunder have been duly and validly authorized by all requisite necessary corporate and shareholder action. The execution and delivery action on the part of this Agreement and the consummation of the transactions contemplated herein do not and will not:Seller.