AUTHORITY; INCONSISTENT OBLIGATIONS. (a) Each of Emageon and Merger Sub has the full right, power and authority to execute and deliver and to perform and comply with this Agreement and the Additional Agreements to which it is or will be a party. Except for required stockholder approvals, all proceedings and actions required to be taken by Emageon or Merger Sub to authorize the execution, delivery and performance of this Agreement and the Additional Agreements have been taken. This Agreement and each Additional Agreement to which Emageon or Merger Sub is or will be a party, have been, or in the case of any Additional Agreement will be at the Closing, duly and validly executed and delivered by Emageon or Merger Sub, as appropriate, by its duly authorized officers or representatives. This Agreement constitutes, and each Additional Agreement when executed and delivered will constitute, the valid and legally binding obligation, subject to general equity principles, of Emageon and Merger Sub, as applicable, enforceable in accordance with its respective terms.
(b) Neither the execution and delivery of this Agreement or of the Additional Agreements by Emageon and Merger Sub, as applicable, nor the consummation of the transactions contemplated by this Agreement or by any Additional Agreement, will (i) result in a violation of the Certificate of Incorporation or Bylaws of Emageon or Merger Sub, (ii) violate any Law or Order applicable to Emageon or Merger Sub, or (iii) result in a breach of, conflict with or default under, any term or provision of any material indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment to which Emageon or Merger Sub is, or will be upon consummation of the transactions contemplated by this Agreement, a party or by which Emageon or Merger Sub or any of Emageon's or Merger Sub's assets, properties, or businesses is subject or bound; nor will these actions result in (x) the creation of any Lien on any such asset, property or business or the revenues or profits of Emageon or Merger Sub, (y) the acceleration or creation of any obligation of Emageon or Merger Sub, or (z) the forfeiture of any material right or privilege of Emageon or Merger Sub that may affect either Emageon's or Merger Sub's ability to perform under this Agreement or any Additional Agreement or to carry on its respective business.
AUTHORITY; INCONSISTENT OBLIGATIONS. (a) Each of AG Parent and AG Telecom has the full right, power and authority to execute and deliver and to perform and comply with this Agreement and the Additional Agreements to which either of them is or will be a party. All proceedings and actions required to be taken by either AG Parent and AG Telecom to authorize the execution, delivery and performance of this Agreement and the Additional Agreements to which it is a party have been taken. This Agreement, and each Additional Agreement to which either of them is or will be a party, have been, or in the case of any Additional Agreement will be at the Closing, duly and validly executed and delivered by AG Parent or AG Telecom, as appropriate, by its duly authorized officers or representatives. This Agreement constitutes, and each Additional Agreement when executed and delivered will constitute, the valid and legally binding obligation, subject to general equity principles, of AG Parent and AG Telecom, as appropriate, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of this Agreement or of the Additional Agreements by either AG Parent or AG Telecom, nor the consummation of the transactions contemplated by this Agreement or by any Additional Agreement, will (i) result in a violation of the Articles of Association, Articles of Incorporation or By-Laws of either AG Parent or AG Telecom, or on the date of this Agreement or on the Closing Date any applicable Law or Order, (ii) violate any Order or Law applicable to either AG Parent or AG Telecom, or (iii) result in a breach of, conflict with or default under, any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment to which either AG Parent or AG Telecom is a party or by which any of them or any of their respective assets, properties, or businesses are subject or bound; nor will these actions result in (w) the creation of any Lien on any of the Acquired Interests, Partech Quotas, Xxxxxx Quotas or Proceda Shares, or any of the assets, properties, businesses, revenues or profits of AG Parent or AG Telecom, (x) the acceleration or creation of any obligation of AG Parent or AG Telecom, (y) the forfeiture of any material right or privilege of AG Parent or AG Telecom, or (...
AUTHORITY; INCONSISTENT OBLIGATIONS. (a) Seller has the full right, power and authority to execute and deliver and to perform and comply with this Agreement and each other agreement, document and instrument contemplated hereby, in each case in accordance with their respective terms. All proceedings and actions required to be taken by Seller to authorize the execution, delivery, and performance of this Agreement have been properly taken. This Agreement has been duly and validly executed and delivered on behalf of Seller by its duly authorized officers. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against it in accordance with its terms.
(b) Except as disclosed in Schedule 2.3(b), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will result in a violation or breach of, or constitute a default under (a) the Articles of Incorporation or By-Laws of Seller, (b) any material term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other agreement, instrument or document, (c) any material Law, or (d) any other material commitment or restriction, to which Seller is a party or by which it or any of the Transferred Assets is subject or bound; nor will such actions result in (i) the creation of any Lien on any of the Transferred Assets, (ii) the acceleration or creation of any material obligation of Seller, or (iii) the forfeiture of any material right or privilege of Seller.
AUTHORITY; INCONSISTENT OBLIGATIONS. (a) Ultravisual has the full right, power and authority to execute and deliver and to perform and comply with this Agreement and the Additional Agreements to which it is or will be a party. Except for required stockholder approvals, all proceedings and actions required to be taken by Ultravisual to authorize the execution, delivery and performance of this Agreement and the Additional Agreements have been taken. This Agreement and each Additional Agreement to which it is or will be a party, have been, or in the case of any Additional Agreement will be at the Closing, when and if executed and delivered by Ultravisual, duly and validly executed and delivered by Ultravisual, by its duly authorized officers or representatives. This Agreement constitutes, and each Additional Agreement when executed and delivered will constitute, assuming the due authorization, execution and delivery by the other parties to such agreements, the valid and legally binding obligation, subject to general equity principles, of Ultravisual party thereto enforceable in accordance with its respective terms.
(b) Neither the execution and delivery of this Agreement or of the Additional Agreements by Ultravisual, nor the consummation of the transactions contemplated by this Agreement or by any Additional Agreement, will (i) result in a violation of the Certificate of Incorporation or Bylaws of Ultravisual, (ii) violate any Law or Order applicable to Ultravisual, or (iii) result in a breach of, conflict with or default under, any term or provision of any material indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment to which Ultravisual is, or will be upon consummation of the transactions contemplated by this Agreement be, a party or by which it or any of its assets, properties, or businesses is subject or bound; nor will these actions result in (x) the creation of any Lien on any such asset, property or business, or the revenues or profits of Ultravisual, (y) the acceleration or creation of any obligation of Ultravisual, or (z) the forfeiture of any material right or privilege of Ultravisual that may affect its ability to perform under this Agreement or any Additional Agreement or to carry on its business.
AUTHORITY; INCONSISTENT OBLIGATIONS. 8 2.4 Consents ............................................................ 9 2.5 No Violation; Compliance with Laws .................................. 9 2.6 Possession of Franchises, Licenses, Etc. ............................ 9
AUTHORITY; INCONSISTENT OBLIGATIONS. 27 6.4 NO VIOLATION; COMPLIANCE WITH LAWS...................................................................28 6.5 CONSENTS.............................................................................................28
AUTHORITY; INCONSISTENT OBLIGATIONS. 4 2.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . . 4 2.5 No Violation; Compliance with Laws. . . . . . . . . . . . 4 2.6 Financial Statements. . . . . . . . . . . . . . . . . . . 5 2.7 Liabilities. . . . . . . . . . . . . . . . . . . . . . . 5 2.8 Title to Properties. . . . . . . . . . . . . . . . . . . 5 2.9 Receivables. . . . . . . . . . . . . . . . . . . . . . . 6
AUTHORITY; INCONSISTENT OBLIGATIONS. (a) General Partner, Limited Partners and Shareholders each have the full right, power and authority to execute and deliver and to perform and comply with this Agreement in accordance with its terms. All proceedings and actions required to be taken by Partnership, General Partner, Limited Partners or Shareholders to authorize the execution, delivery, and performance of this Agreement have been properly taken, or will be taken prior to the Closing. This Agreement has been duly and validly executed and delivered on behalf of General Partner, Limited Partners and Shareholders by them, if individuals, or their duly authorized officers or representatives, if an entity, as appropriate. This Agreement constitutes the valid and legally binding obligation, subject to general equity principles, of General Partner, Limited Partners and Shareholders, in each instance enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting the rights of creditors generally.
(b) Except as disclosed in SCHEDULE 4.3(B), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will result in a violation or breach by General Partner, Limited Partners or Shareholders of, or constitute a default by General Partner, Limited Partners or Shareholders under, (i) the Partnership Agreement or Certificate of Limited Partnership of Partnership, or Certificate of Incorporation or By-Laws of General Partner, (ii) any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other agreement, instrument or document, (iii) any material Law, (iv) any other commitment or restriction, to which General Partner, Partnership, any Limited Partner or Shareholder is a party or by which any of them or any of their assets, properties or businesses is subject or bound; nor will such actions result in (v) the creation of any Lien on any of the assets of General Partner or Partnership, (vi) the acceleration or creation of any obligation of General Partner or Partnership, or (vii) the forfeiture of any material right or privilege of General Partner or Partnership.
AUTHORITY; INCONSISTENT OBLIGATIONS. 5 4.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 4.5 No Violation; Compliance with Laws. . . . . . . . . . . . . . . . 6 4.6
AUTHORITY; INCONSISTENT OBLIGATIONS. (a) Company has the full right, power and authority to execute and deliver and to perform and comply with this Agreement in accordance with its terms. Each Majority Shareholder has the
(b) Except as disclosed in Schedule 4.3, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will result in a violation or breach of, or constitute a default under, (i) the Charter or By- Laws of Company, (ii) any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other agreement, instrument or document, (iii) any material Law, (iv) any other commitment or restriction, to which Company or any Shareholder is a party or by which any of them or any of the Company's assets, properties or businesses is subject or bound; nor will such actions result in (v) the creation of any Lien on any of the assets of Company, (vi) the acceleration or creation of any obligation of Company, (vii) the forfeiture of any material right or privilege of Company, or (viii) the forfeiture of any material right or privilege of any Shareholder which may affect such Shareholder's ability to perform under this Agreement.
