Common use of Agreements Authorized and their Effect on Other Obligations Clause in Contracts

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholders and delivered to Buyer in connection herewith (the ASeller Agreements@) have been authorized by all necessary corporate action on the part of Seller, and this Agreement and the Seller Agreements are valid and binding obligations of Seller and Shareholders, as applicable, enforceable (subject to normal equitable principals) against such parties 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 Seller Agreements and the consummation of the transaction 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 Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Seller or Shareholders is a party or by which Seller or Shareholders or their respective 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 Seller or Shareholders or any of their respective properties are subject.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholders and delivered to Buyer in connection herewith (the ASeller Agreements@"Seller Agreements") have been authorized by all necessary corporate action on the part of Seller, and this Agreement and the Seller Agreements are valid and binding obligations of Seller and Shareholders, as applicable, enforceable (subject to normal equitable principals) against such parties 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 Seller Agreements and the consummation of the transaction 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 Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Seller or Shareholders is a party or by which Seller or Shareholders or their respective 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 Seller or Shareholders or any of their respective properties are subject.

Agreements Authorized and their Effect on Other Obligations. The Seller and Shareholders represent and warrant (a) that the execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholders and delivered to Buyer in connection herewith (the ASeller Agreements@) have been authorized by all necessary corporate corporate, shareholder and other action on the part of Sellerthe Seller and each of the Shareholders, and (b) this Agreement and is the Seller Agreements are valid and binding obligations obligation of the Seller and Shareholders, as applicable, each of the Shareholders enforceable (subject to normal equitable principals) against each of such parties in accordance with their its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. The Seller and Shareholders represent and warrant that the execution, delivery and performance of this Agreement and the Seller Agreements and the consummation of the transaction transactions contemplated hereby and therebyhereby, will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under (Ii) the charter or bylaws (or other organizational documents) of the Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or any of the Shareholders is a party or by which the Seller or any of the Shareholders or their respective properties are bound; or (iii) to the best of their knowledge, any provision of any law, rule, regulation, order, permits, certificate, writ, judgment, injunction, decree, determination, award or other decision of any court, arbitrator, arbitrator or other governmental authority to which the Seller or any of the Shareholders or any of their respective properties are subject.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement and all other agreements executed by Seller or the Shareholders Shareholder and delivered to Buyer or Key in connection herewith (the ASeller Agreements@"Seller Agreements") have been authorized by all necessary corporate action on the part of Seller, and this Agreement and the Seller Agreements are valid and binding obligations of Seller and Shareholdersthe Shareholder, as applicable, enforceable (subject to normal equitable principals) against such parties 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 Seller Agreements and the consummation of the transaction 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 (Ii) the charter or bylaws of Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Seller or Shareholders the Shareholder is a party or by which Seller or Shareholders the Shareholder or their respective 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 Seller or Shareholders the Shareholder or any of their respective properties are subject.

Agreements Authorized and their Effect on Other Obligations. The execution and delivery of this Agreement, the Lease Agreement and all other agreements executed by Seller or the Shareholders and delivered to Buyer in connection herewith (the ASeller Agreements@) Noncompetition Agreement have been authorized by all necessary corporate action on the part of Seller, the Seller and this Agreement, the Lease Agreement and the Seller Agreements Noncompetition Agreement are the valid and binding obligations of Seller and Shareholders, as applicablethe Seller, enforceable (subject to normal equitable principals) against such parties the Seller in accordance with their respective 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, the Lease Agreement and the Seller Agreements Noncompetition Agreement and the consummation of the transaction 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 (Ii) any organizational documents of the charter or bylaws of Seller, (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Seller or Shareholders is a party or by which the Seller or Shareholders or their respective his 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 the Seller or Shareholders or any of their his respective properties are subject.