Acquiror and Acquiror s Subsidiary have full ------------------ corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Boards of Directors of Acquiror and Acquiror's Subsidiary have taken all action required by law, their respective Certificates of Incorporation and By-Laws or otherwise to authorize the execution and delivery of this Agreement and the transactions contemplated hereby, and this Agreement is a valid and binding agreement of Acquiror and Acquiror's Subsidiary enforceable in accordance with its terms except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Acquiror and Acquiror s Subsidiary shall have ----------- performed and complied with all agreements, obligations and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing.
Acquiror and Acquiror s Subsidiary shall have ------------ furnished the Company with such certificates of their officers and others to evidence compliance with the conditions set forth in this Article VII as may be reasonably requested by the Company.
Acquiror and Acquiror s Subsidiary have complied ---------------- with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state and local governments (and all agencies thereof), except where the failure to comply would not have a material adverse effect upon the financial condition of Acquiror and Acquiror's Subsidiary taken as a whole. Acquiror and Acquiror's Subsidiary have not received any notification of any asserted present or past failure by Acquiror or Acquiror's Subsidiary to comply with such laws, rules or regulations.
Acquiror and Acquiror. Sub each consents to the use of its name and to the inclusion of business information relating to such party (in each case, to the extent required by applicable securities laws) in the Proxy Statement. The Company, Acquiror and Acquiror Sub each hereby agrees to (i) use its reasonable efforts to obtain the written consent of any Person retained by it which may be required to be named (as an expert or otherwise) in the Proxy Statement; provided, that such party shall not be required to make any material payment to such Person in connection with such party's efforts to obtain any such consent, and (ii) cooperate, and agrees to use its reasonable efforts to cause its Affiliates to cooperate, with any legal counsel, investment banker, accountant or other agent or representative retained by any of the parties in connection with the preparation of any and all information required as determined after consultation with each party's counsel, by applicable securities laws to be disclosed in the Proxy Statement.
Acquiror and Acquiror. Sub acknowledge and agree that the Shareholder Representative shall not incur any liability with respect to any action taken or suffered by him or omitted while acting as the Shareholder Representative pursuant to the terms and conditions of this Agreement, except for the gross negligence or willful misconduct the Shareholder Representative. The Shareholder Representative may, in all questions arising hereunder, rely on the advice of counsel and other professionals. The Shareholder Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no other covenants or obligations shall be implied under this Agreement against the Shareholder Representative; provided, however, that the foregoing shall not act as a limitation on the powers of the Shareholder Representative determined by him to be reasonably necessary to carry out the purposes of his obligations hereunder. The Shareholder Representative shall be, and hereby is, indemnified and held harmless, jointly and severally, by the Shareholders from all losses, costs and expenses (including attorneys’ fees) that may be incurred by the Shareholder Representative as a result of the Shareholder Representative’s performance of his duties under this Agreement, provided that the Shareholder Representative shall not be entitled to indemnification for losses, costs or expenses that result from any action taken or omitted by the Shareholder Representative as a result of his willful misconduct or gross negligence.
Acquiror and Acquiror s Subsidiary have full ------------------ corporate power and authority to enter into this Agreement, to execute and deliver the Note and to carry out the transactions contemplated hereby and thereby. The Boards of Directors of Acquiror and Acquiror's Subsidiary have taken all action required by law, their respective Certificates of Incorporation and By-Laws or otherwise to authorize the execution and delivery of this Agreement, the Note and the transactions contemplated hereby, and each of the Agreement and the Note is a valid and binding agreement of Acquiror and Acquiror's Subsidiary enforceable in accordance with its terms except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
