Authority - General. Stockholder has full and absolute power and authority to enter into this Agreement and each Related Agreement being executed and delivered by the Stockholder simultaneously herewith and this Agreement and each Related Agreement to which such Stockholder is a party, and has been duly authorized by all requisite action on the part of the Stockholder; and this Agreement and each Related Agreement to which the Stockholder is a party has been duly executed and delivered by the Stockholder, and is the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Stockholder is a party, or by which the Stockholder or any of his or its properties, assets or rights may be bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Stockholder or any of his or its properties, assets or rights or (z) the Stockholder's limited liability company agreement, as amended through the date hereof, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Agreement of Merger or any Related Agreement to which the Stockholder is a party. Except as set forth in Section 3.2(c) of the Company Disclosure Schedule (which, if so disclosed shall have been effectively made or obtained (as the case may be) on or prior to the Closing, unless otherwise waived by Parent) no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Autho...
Authority - General. Such Shareholder has full and absolute power and authority to enter into this Agreement and the Pledge Agreement and, and has, in the case of a Shareholder that is not a natural person, been duly authorized by all requisite action on the part of such Shareholder; and this Agreement and the Pledge Agreement have been duly executed and delivered by such Shareholder, and each is the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement or the Pledge Agreement, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Shareholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of GHS, under any term, condition or provision of (x) any agreement or instrument to which such Shareholder is a party, or by which such Shareholder or, to the best knowledge of such Shareholder, any of his or its properties, assets or rights may be bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Shareholder or, to the best knowledge of such Shareholder, any of his or its properties, assets or rights or (z) in the case of any Shareholder that is not a natural person, such Shareholder's Charter or by-laws, as amended through the date hereof, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement or the Pledge Agreement. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by such Shareholder of this Agreement, or the Pledge Agreement or the consummation by such Shareholder of the transactions contemplated hereby or thereby.
Authority - General. Such Stockholder has full and absolute power and authority to enter into this Agreement and, if applicable, each Related Agreement being executed and delivered by such Stockholder simultaneously herewith and this Agreement and each Related Agreement to which such Stockholder is a party, in the case of a Stockholder that is not a natural person, has been duly authorized by all requisite action on the part of such Stockholder; and this Agreement and each Related Agreement to which such Stockholder is a party has been duly executed and delivered by such Stockholder, and is the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which such Stockholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by such Stockholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Stock or Purchaser capital stock), under any term, condition or provision of (x) any agreement or instrument to which such Stockholder is a party, or by which such Stockholder or any of his, her or its properties, assets or rights may be bound, (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to such Stockholder or any of his, her or its properties, assets or rights or (z) in the case of any Stockholder that is not a natural person, such Stockholder's Charter or by-laws or similar instruments of organization, as amended and/or restated through the date hereof, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement or any Related Agreement to which such Stockholder is a party. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance b...
Authority - General. AOL has full and absolute power and authority to enter into this Agreement and this Agreement is a valid and binding obligation of AOL enforceable against AOL in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights and remedies generally from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance by AOL with any of the provisions hereof will (i) conflict with, (ii) result in any violations of, (iii) cause a default under (with or without due notice, lapse of time or both), (iv) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (v) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Common Stock, Purchaser capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which AOL is a party, or by which AOL or any of its properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to AOL or any of its properties, assets or rights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, or the Articles of Merger, as the case may be. Except as specified in Section 3.1(d) hereof or otherwise contemplated by this Agreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by AOL of this Agreement or the consummation by AOL of the transactions contemplated hereby.
Authority - General. Shareholder has taken all acts necessary for the authorization, execution, delivery, and performance of this Agreement any Related Agreements, if applicable, prior to the Closing. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) conflict with or violate any Laws that is either applicable to, binding upon, or enforceable against Shareholder; or (ii) except where consent is required and obtained, result in any breach of or default under any mortgage, lease, promissory note, contract, purchase order, indenture, trust, or other instrument or written agreement which is either binding upon or enforceable against Shareholder.
Authority - General. The Shareholder has full and absolute power and authority to enter into this Agreement and the Escrow Agreement and this Agreement and the Escrow Agreement are valid and binding obligations of the Shareholder enforceable against the Shareholder in accordance with their respective terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights and remedies generally from time to time in effect and to general equitable principles. Neither the execution, delivery and performance of this Agreement and the Escrow Agreement, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Shareholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Encumbrance upon or against any assets, rights or property of the Company (or against any Company Common Stock, Purchaser capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Shareholder is a party, or by which the Shareholder or her properties, assets or rights may be bound, or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Shareholder or any of her properties, assets or rights, which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement, the Articles of Merger or the Escrow Agreement, as the case may be. Except as specified in Section 3.1(d) hereof or otherwise contemplated by this Agreement, no permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Shareholder of this Agreement or the Escrow Agreement, or the consummation by the Shareholder of the transactions contemplated hereby or thereby.
Authority - General. The Sole Shareholder has full and absolute power ------------------- and authority to enter into this Agreement and, if applicable, each Related Agreement being executed and delivered by the Sole Shareholder simultaneously herewith and this Agreement and each Related Agreement to which the Sole Shareholder is a party, and this Agreement and each Related Agreement to which the Sole Shareholder is a party has been duly executed and delivered by the Sole Shareholder, and is the valid and binding obligation of the Sole Shareholder, enforceable against the Sole Shareholder in accordance with its terms. Neither the execution, delivery and performance of this Agreement and each Related Agreement to which the Sole Shareholder is a party, nor the consummation of the transactions contemplated hereby or thereby nor compliance by the Sole Shareholder with any of the provisions hereof or thereof will (i) (A) conflict with, (B) result in any violations of, (C) cause a default under (with or without due notice, lapse of time or both), (D) give rise to any right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under or (E) result in the creation of any Lien upon or against any assets, rights or property of the Company (or against any Company Common Stock, Parent capital stock or common stock of the Surviving Corporation), under any term, condition or provision of (x) any agreement or instrument to which the Sole Shareholder is a party, or by which the Sole Shareholder or any of her properties, assets or rights may be bound or (y) any law, statute, rule, regulation, order, writ, injunction, decree, permit, concession, license or franchise of any Governmental Authority applicable to the Sole Shareholder or any of her properties, assets which conflict, breach, default or violation or other event would prevent the consummation of the transactions contemplated by this Agreement or any Related Agreement to which the Sole Shareholder is a party. No permit, authorization, consent or approval of or by, or any notification of or filing with, any Governmental Authority or other person is required in connection with the execution, delivery and performance by the Sole Shareholder of this Agreement, each Related Agreement to which the Sole Shareholder is a party or the consummation by the Sole Shareholder of the transactions contemplated hereby or thereby.
Authority - General. No agents of the party of the first part shall have power to revoke, alter, enlarge or relax the stipulations or requirements of these specifications, except insofar as such authority may be specifically conferred by the specifications themselves, without the formal authorization to do so, conferred by the contract of which the specifications are a part, or by ordinance, resolutions or other usual official action by the party of the first part.
