Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board of directors of Compugraphics and execution of this Agreement by the Selling Shareholders, the consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.
Agreement Authorized and its Effect on Other Obligations. The consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Buyer, and this Agreement is a valid and binding obligation of Buyer enforceable (subject to normal equitable principles) in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in a violation or breach of any term or provision of, or constitute a default under (a) the Certificate of Incorporation or Bylaws of Buyer or (b) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Buyer or any of its property is bound.
Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this have been authorized by all necessary corporate action on the part of Key, and this Agreement is the valid and binding obligation of Key, enforceable (subject to normal equitable principals) against Key in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws of Key; (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key is a party or by which Key or its properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which Key or any of its properties is subject.
Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this Agreement has been authorized by the board of directors of the Company, the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and this Agreement is a valid and binding obligation of the Company, enforceable against the Company (subject to normal equitable principles) in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the Certificate of Incorporation or Bylaws of the Company or (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Company or any of its subsidiaries is a party or by which any of them or their properties are bound.
Agreement Authorized and its Effect on Other Obligations. The consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of WSI, and this Agreement is a valid and binding obligation of WSI enforceable (subject to normal equitable principles) in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, or constitute a default under (i) the Certificate of Incorporation or Bylaws of WSI or (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which WSI or any of its subsidiaries is a party or by which any of them or their properties are bound.
Agreement Authorized and its Effect on Other Obligations. The consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of AMCI and this Agreement is a valid and binding obligation of AMCI enforceable against AMCI in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. At the Closing Date, the consummation of the transactions contemplated hereby will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the certificate of incorporation or bylaws of AMCI or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which AMCI or any of its subsidiaries is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on AMCI.
Agreement Authorized and its Effect on Other Obligations. The consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Buyer, and this Agreement is a valid and binding obligation of Buyer enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Buyer will not conflict with or result in a violation of breach of any term or provision of, or constitute a default under (a) the Certificate of Incorporation or Bylaws of Buyer or (b) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Buyer or any of its property is bound.
Agreement Authorized and its Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Key and delivered to Seller, the Shareholder or Tufly in connection herewith (the "Key Agreements") have been authorized by all necessary corporate action on the part of Key, and this Agreement and the Key Agreements are valid and binding obligations of Key, enforceable (subject to normal equitable principals) against Key in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement and the Key Agreements and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (i) the charter or bylaws of Key; (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key is a party or by which Key or its properties are bound; or (iii) any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator or other governmental authority to which Key or any of its properties is subject.
Agreement Authorized and its Effect on Other Obligations. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of Synagro and Sub Corp, and this Agreement is a valid and binding obligation of Synagro and Sub Corp enforceable against Synagro in accordance with its terms, except as such enforceability may be limited by (a) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, fraudulent conveyance or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement by Synagro will not conflict with or result in a violation or breach of any term or provision of, or constitute a default under (i) the Certificate of Incorporation or Bylaws of Synagro or Sub Corp or (ii) any obligation, indenture,
Agreement Authorized and its Effect on Other Obligations. The consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Key, and this Agreement is a valid and binding obligation of Key enforceable (subject to normal equitable principles) in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The execution, delivery and performance of this Agreement by Key will not conflict with or result in a violation or breach of any term or provision of, or constitute a default under (i) the Articles of Incorporation or Bylaws of Key or (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Key or any of its property is bound.
