Authority; Enforceability; Effect of Agreement. The Company has full corporate power and corporate authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies. The execution and delivery by the Company of this Agreement do not, and compliance by the Company with the provisions hereof will not, (A) conflict with or result in a breach or default under any of the terms, conditions or provisions of any Contract to which the Company is a party or otherwise bound, or to which any asset or property of the Company is subject; or (B) violate any Law applicable to the Company; or (C) result in the creation or imposition of any Lien on any asset of the Company.
Authority; Enforceability; Effect of Agreement. 7.2.1 Purchaser has full corporate power and corporate authority to enter into, execute and deliver each Transaction Contract to which it is a party and perform its obligations thereunder. Each Transaction Contract to which Purchaser is a party has been duly authorized by all necessary corporate action of Purchaser. This Agreement has been, and at the Closing each other Transaction Contract to which Purchaser is a party will be, duly executed and delivered by Purchaser. Assuming each Transaction Contract to which Purchaser is a party is duly executed and delivered by Seller to the extent it is a party thereto, this Agreement constitutes and, at the Closing, each other Transaction Contract to which Purchaser is a party will constitute, a valid and legally binding obligation of Purchaser, 7 20 enforceable against Purchaser in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.
7.2.2 The execution and delivery by Purchaser of each Transaction Contract to which it is a party do not, and compliance by Purchaser with the provisions thereof will not, (A) conflict with or result in a breach or default under the Charter Documents of Purchaser or any of the terms, conditions or provisions of any Contract to which Purchaser is a party or otherwise bound; or (B) violate any Law applicable to Purchaser ; or (C) result in the creation or imposition of any Lien on any asset of Purchaser.
Authority; Enforceability; Effect of Agreement. 6.2.1 Each of the Parent and Merger Sub has full corporate power and corporate authority to enter into, execute and deliver each Transaction Contract to which it is a party and perform its obligations thereunder. Subject to the Parent Stockholders Approval, each Transaction Contract to which the Parent or Merger Sub is a party has been duly authorized by all necessary corporate action of the Parent or Merger Sub, respectively. This Agreement has been, and at the Closing each other Transaction Contract to which the Parent or Merger Sub is a party will be, duly executed and delivered by the Parent or Merger Sub, respectively. Assuming each Transaction Contract to which the Company or any Principal Shareholder is a party is duly executed and delivered by the Company or such Principal Shareholder to the extent they are parties thereto, this Agreement constitutes and, at the Closing, each other Transaction Contract to which the Parent or Merger Sub is a party will constitute, a valid and legally binding obligation of the Parent or Merger Sub, respectively, enforceable against the Parent and Merger Sub, respectively, in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.
6.2.2 The execution and delivery by each of the Parent and Merger Sub of each Transaction Contract to which it is a party do not, and compliance by each of the Parent and Merger Sub with the provisions of each such Transaction Contract will not, (A) conflict with or result in a breach or default under the Charter Documents of the Parent or Merger Sub or any of the terms, conditions or provisions of any Contract to which the Parent or Merger Sub is a party or otherwise bound, or to which any property or asset of the Parent or Merger Sub is subject; (B) violate any Law applicable to the Parent or Merger Sub; or (C) result in the creation or imposition of any Lien on any asset of the Parent or Merger Sub.
Authority; Enforceability; Effect of Agreement i. Each Seller has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. Code has the requisite capacity to enter into, execute and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of IOWC, including, without limitation, the authorization and approval by Code. This Agreement has been duly executed and delivered by each Seller and, assuming this Agreement is duly executed and delivered by the Purchasers, constitutes a valid and legally binding obligation of Sellers enforceable against IOWC and Code in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies. Code, as the sole stockholder of IOWC, by his execution of this agreement expressly consents to the transactions contemplated herein.
ii. The execution and delivery by Sellers of this Agreement do not, and compliance by Sellers with the provisions of this Agreement will not, (a) conflict with or result in a breach or default under any of the terms, conditions or provisions of any contract to which each Seller is a party or otherwise bound, or to which any property or asset of the Sellers is subject; (b) violate any law applicable to Sellers; or (c) result in the creation or imposition of any Lien on any asset of either Seller including the Assets.
Authority; Enforceability; Effect of Agreement i. Each Purchaser has full power and authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary action of each Purchaser. This Agreement has been duly executed and delivered by the Purchasers and constitutes a valid and legally binding obligation of each Purchaser and is enforceable against such Purchaser in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors’ rights generally, or the availability of equitable remedies.
ii. The execution and delivery by the Purchasers of this Agreement do not, and compliance by each Purchaser with the provisions hereof will not, (a) conflict with or result in a breach or default under any of the terms, conditions or provisions of any contract to which such Purchaser is a party or otherwise bound, or to which any asset or property of such Purchaser is subject; or (b) violate any law applicable to such Purchaser; or (c) result in the creation or imposition of any lien on any asset of such Purchaser.
Authority; Enforceability; Effect of Agreement i) Each Seller has the requisite capacity to enter into, execute and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly executed and delivered by each Seller and, assuming this Agreement is duly executed and delivered by the Company, constitutes a valid and legally binding obligation of each Seller enforceable against such Seller in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies. No Seller has dissenter's rights under applicable law.
ii) The execution and delivery by each Seller of this Agreement do not, and compliance by each Seller with the provisions of this Agreement will not, (A) conflict with or result in a breach or default under any of the terms, conditions or provisions of any Contract to which any Seller or ADVI is a party or otherwise bound, or to which any property or asset of any Seller or ADVI is subject; (B) violate any Law applicable to any Seller or ADVI; or (C) result in the creation or imposition of any Lien on any asset of ADVI.
Authority; Enforceability; Effect of Agreement. Each Interested Party has all necessary corporate power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized by all necessary corporate action of each Interested Party, and has been duly executed and delivered by each Interested Party. Assuming the due authorization, execution and delivery by Toshiba, this Agreement constitutes a valid and legally binding obligation of each Interested Party, enforceable against each Interested Party in accordance with its terms.
Authority; Enforceability; Effect of Agreement. Toshiba has all necessary organizational power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized by all necessary corporate action of Toshiba, and has been duly executed and delivered by Toshiba. Assuming the due authorization, execution and delivery by each Interested Party, this Agreement constitutes a valid and legally binding obligation of Toshiba, enforceable against Toshiba in accordance with its terms.
Authority; Enforceability; Effect of Agreement. (i) Each Seller Party has full corporate power and corporate authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. Khantzis has the requisite capacity to enter into, execute and deliver this Agreement and perform his obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of each Seller Party, including, without limitation, the authorization and approval by Khantzis. This Agreement has been duly executed and delivered by each Seller Party and Khantzis and, assuming this Agreement is duly executed and delivered by the Company, constitutes a valid and legally binding obligation of each Seller Party and Khantzis enforceable against each Seller Party and Khantzis in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.
(ii) The execution and delivery by each Seller Party and Khantzis of this Agreement do not, and compliance by each Seller Party and Khantzis with the provisions of this Agreement will not, (A) conflict with or result in a breach or default under any of the terms, conditions or provisions of any Contract to which any Seller Party or Khantzis is a party or otherwise bound, or to which any property or asset of any Seller Party or Khantzis is subject; (B) violate any Law applicable to any Seller Party or Khantzis; or (C) result in the creation or imposition of any Lien on any asset of any Seller Party or Khantzis.
Authority; Enforceability; Effect of Agreement. (i) The Company has full corporate power and corporate authority to enter into, execute and deliver this Agreement and perform its obligations hereunder. This Agreement has been duly authorized by all necessary corporate action of the Company. This Agreement has been duly executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company and is enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws relating to or affecting creditors' rights generally, or the availability of equitable remedies.
(ii) The execution and delivery by the Company of this Agreement do not, and compliance by the Company with the provisions hereof will not, (A) conflict with or result in a breach or default under any of the terms, conditions or provisions of any Contract to which the Company is a party or otherwise bound, or to which any asset or property of the Company is subject; or (B) violate any Law applicable to the Company; or (C) result in the creation or imposition of any Lien on any asset of the Company.
