Form Apa - Asset Purchase Agreement Page 20
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5.2
Authorization
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Buyer has all requisite corporate power and authority, and has taken all corporate
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action necessary, to execute and deliver this Agreement and the Ancillary Agreements to
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which it is a party, to consummate the transactions contemplated hereby and thereby and
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to perform its obligations hereunder and thereunder. The execution and delivery of this
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Agreement and the Ancillary Agreements to which Buyer is a party, and the
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consummation by Buyer of the transactions contemplated hereby and thereby, have been
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duly authorized by all necessary corporate action by Buyer. No other corporate
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proceedings on the part of Buyer are necessary to authorize this Agreement and the
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Ancillary Agreements and the transactions contemplated hereby and thereby. Each of
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this Agreement and the Ancillary Agreements to which Buyer is a party has been (or,
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when duly executed and delivered, will have been) duly executed and delivered by Buyer
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and constitutes (or, when executed and delivered, will constitute) a legal, valid and
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binding obligation of Buyer, enforceable against Buyer in accordance with its terms,
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except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar
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laws relating to creditor's rights generally or by equitable principles (whether considered
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in an action at law or in equity).
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5.3
No Conflict or Violation
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Neither the execution, delivery or performance of this Agreement or the Ancillary
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Agreements, nor the consummation of the transactions contemplated hereby or thereby,
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nor compliance by Buyer with any of the provisions hereof or thereof, will (a) violate or
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conflict with any provision of the Certificate of Incorporation or Bylaws of Buyer,
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(b) violate, conflict with, or result in or constitute a default under, or result in the
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termination of, or accelerate the performance required by, or result in a right of
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termination or acceleration under, or result in the creation of any Encumbrance upon any
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of Buyer's assets under, any of the terms, conditions or provisions of any contract,
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indebtedness, note, bond, indenture, security or pledge agreement, commitment, license,
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lease, franchise, permit, agreement, authorization, concession, or other instrument or
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obligation to which Buyer is a party, (c) violate any Regulation or Court Order, except
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for such violations, defaults, terminations, accelerations or creations of Encumbrances
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which, in the aggregate, would not have a material adverse effect on the business of
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Buyer or its ability to consummate the transactions contemplated hereby or thereby.
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5.4
Consents and Approvals
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Except as set forth on Schedule 5.4 hereto, no notice to, declaration, filing or
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registration with, or authorization, clearance, consent or approval of, or permit from, any
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domestic or foreign governmental or regulatory body or authority, or any other person or
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entity, is required to be made or obtained by Buyer in connection with the execution,
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delivery and performance of this Agreement and the Ancillary Agreements and the
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consummation of the transactions contemplated hereby and thereby.
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