Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents. (b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax; (v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body; (vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or (vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. (c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon As to any Seller who is a party thereto, upon the execution and delivery by Sellers such Seller of the Escrow Agreement, the Employment Agreements, the Sellers' ’ Releases, the Consulting Agreement and the Noncompetition Agreements Stock Pledge Agreement (collectively, the "“Sellers' ’ Closing Documents"”), the Sellers' ’ Closing Documents will will, as to such Seller, constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective termsterms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium; fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions and the choice of law provisions contained in the Sellers’ Closing Documents may be limited by applicable laws. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and and, as to any Seller who is a party thereto, the Sellers' ’ Closing Documents Documents, and to perform their obligations under this Agreement and the Sellers' ’ Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any material provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, ; or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any material Legal Requirement or any material Order to which any Acquired the Company or either any Seller, or any of the assets owned or used by any Acquired Company, may be maybe subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any material amount of Tax;
(v) cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, material provision of or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, ; or to cancel, terminate, or modify, any Applicable Seller Material Contract; or
(vii) result in the imposition or creation of any Encumb rance material Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. Except as set forth in Part 3.2 of Neither the Disclosure Letter, no Seller or Acquired Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes Buyer Shares for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "“accredited investor" ” as such term is defined in Rule 501(a) under the Securities Act.
(d) Each Seller has had an opportunity to (1) ask questions of and receive answers from Buyer concerning the terms and conditions of the Contemplated Transactions, (ii) obtain any additional information which Buyer possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information furnished, and (iii) consult and seek advice from an attorney of such Seller’s own choosing prior to entering into this Agreement. The Company and each Seller acknowledge that, except as set forth herein, no representations or warranties have been made to it, or to its Representatives, by Buyer or others with respect to Buyer’s business and its financial condition and has obtained, in its judgment, sufficient information from Buyer to evaluate the merits and risks of an investment in the Buyer Shares. Each Seller acknowledges that it has received full and fair disclosure and carefully considered each of the following items in its entirety: (i) the Buyer’s Business Plan, dated March 2006 and all exhibits thereto; (ii) the audited financial statements of the Buyer as of and for the year ended June 30, 2004 and 2005, and unaudited interim financial statements as of and for the twelve months ended June 30, 2006; and (iii) the Risk Factors attached hereto as Exhibit 3.2(d)(iii). Each Seller is aware of the risks inherent in an investment in the Buyer Shares and acknowledges that there can be no assurance of the future viability or profitability of Buyer, nor can there be any assurance relating to the current or future value of the Buyer Shares. The foregoing, however, does not limit or modify the representations and warranties of Buyer in Section 4 of this Agreement or the right of Sellers to rely thereon.
(e) Each Seller has such knowledge and experience in financial, investment and business matters as to be capable of evaluating the merits and risk of an investment in the Buyer Shares. Each Seller represents and warrants that (i) the Seller’s overall commitment to investments which are not readily marketable, including the purchase of Buyer Shares, is reasonable in relation to the Seller’s net worth; (ii) each Seller is acquiring the Buyer Shares for investment for the Seller’s own account, and not with a view towards the resale or distribution of any or all such Buyer Shares; and (iii) the Seller can bear the economic risk of losing the Seller’s entire investment.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Vemics, Inc.), Stock Purchase Agreement (Vemics, Inc.), Stock Purchase Agreement (Vemics, Inc.)
Authority; No Conflict. (a) The execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party and the consummation or performance by such Seller of the Contemplated Transactions has been duly authorized by all necessary action on the part of such Seller. This Agreement and the Transaction Documents to which such Seller is a party each constitutes the legal, valid, valid and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreementsexcept as such enforcement may be subject to (i) bankruptcy, the Sellers' Releasesinsolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally, and (ii) general principles of equity (whether applied in a proceeding at law or in equity). Such Seller has the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, power and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Transaction Documents to which it is a party and to perform their its obligations under this Agreement hereunder and the Sellers' Closing Documentsthereunder.
(b) Except as set forth in Part 3.2 of the Disclosure LetterStatement, neither the execution and delivery by such Seller of this Agreement and the Transaction Documents to which each Seller is a party nor the each Seller’s consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):indirectly:
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Cinemex Companies, Symphony and the Sellers, or (B) any resolution adopted by the board Board of directors Directors (or Board of Managers, as applicable) or the stockholders (or partners, as applicable) of any Acquired Cinemex Company, Symphony and the Sellers;
(ii) contravene, conflict with, or result in a violation of, or give of any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any material Mexican Legal Requirement or any material Order to which any Acquired Company Cinemex Company, Symphony or either SellerSellers, or any of the assets owned or used by any Acquired Company, Cinemex Company or Symphony may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Mexican Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Cinemex Company;; or
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default (A) terminate or exercise receive any remedy under, payment or to accelerate the maturity or performance of, or to cancel, terminate, or modify, other compensation under any Applicable Contract; or
Contract listed in Part 3.14(a) of the Disclosure Statement or (viiB) result in the imposition seek specific performance regarding any Contract to which such Seller is a party or creation of any Encumb rance upon or with respect to any of the assets or property owned or used by any Acquired Companyit is bound that would restrict the ability of the Sellers to consummate the Contemplated Transactions. Except for authorization or non-objection from the Mexican Federal Competition Commission and as set forth in Part 3.2 of the Disclosure LetterStatement, no Seller or Acquired nor any Cinemex Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement and the Transaction Documents to which any of the Sellers is a party or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marquee Holdings Inc.), Stock Purchase Agreement (Amc Entertainment Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSELLERS, enforceable against Sellers SELLERS in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers SELLERS have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' their respective Closing Documents and to perform their obligations under this Agreement and such Closing Documents delivered by SELLERS directly or through and Acquired Companies. In the Sellers' Closing Documentsevent one or more SELLERS are married and have a joint patrimonial status with the relevant spouse, then said Seller shall cause to have his/her spouse to execute this Agreement, for the purpose of validly and legally transfer and endorse to TOG all relevant shares of FININD SHARES or ISOCLIMA SHARES.
(b) Except as set forth in Part 3.2 of the Disclosure LetterAttachment 3.2.b to this Agreement, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation or breach of (A) any provision of the Organizational Documents of the any Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired Company;
, (iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order to which SELLERS or any Acquired Company or either SellerCompany, or any of the assets owned or used by any Acquired Company, may be subject;
, (iiiD) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization governmental authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
, or (ivE) cause Buyer any Contract as set forth in the Attachment 3.2 to this Agreement or other material Contract to which SELLERS or any Acquired Company to become subject to, is a party or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by which SELLERS or any Acquired Company to be reassessed or revalued by any taxing authority their assets are bound or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractaffected; or
(viiii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to the FININD SHARES or ISOCLIMA SHARES or any of the assets owned or used by any Acquired CompanyCompanies.
(c) Except as set forth in the Attachment 3.2 to this Agreement, no license, franchise, permit or other similar authorization held by any Acquired Company will be terminated or impaired as a result of the transactions contemplated by this Agreement. Except as set forth in Part the Attachment 3.2 to this Agreement, none of the Disclosure Letter, no Seller or SELLERS nor any Acquired Company is are or will be required to give any notice to or obtain any Consent consent from any Person (including any Governmental Entity or official) in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby (SELLERS Required Consent).
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (O'Gara Group, Inc.), Stock Purchase Agreement (O'Gara Group, Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements and each other agreement to be executed or delivered by Buyer at the Closing (collectively, the "Sellers' “Buyer Closing Documents"”), each of the Sellers' Buyer Closing Documents will constitute the legal, valid, valid and binding obligations obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with their respective its terms. Sellers have Buyer has the absolute full power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' each Buyer Closing Documents Document to which it is a party and to perform their its obligations under this Agreement and the Sellers' Buyer Closing Documents, and such action has been duly authorized by all necessary action by Buyer’s board of directors.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, contravene or conflict with, or result in a violation of (A) any provision of with the Organizational Governing Documents of the Acquired Companies, Buyer or (B) any resolution adopted by the Buyer’s board of directors or the stockholders of any Acquired Company;
stockholders; (ii) contravene, contravene or conflict with, with or result in constitute a violation ofof any provision of any Legal Requirement, judgment, injunction, Order or decree binding upon or applicable to Buyer; (iii) give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, Buyer may be subject;
; (iiiiv) contravene, conflict with, with or result in a violation or breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company Buyer; or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause Breach any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Contractcontract or agreement to which Buyer is a party or pursuant to which Buyer’s assets are bound; or
(vii) result in the imposition or creation of any Encumb rance upon or except with respect to any of the assets owned or used by any Acquired Company. Except as occurrences set forth in Part 3.2 clauses (iii) through (v), where any such occurrence would not materially and adversely affect the ability of the Disclosure Letter, no Seller or Acquired Company is or will be required Buyer to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of consummate the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Fox Factory Holding Corp)
Authority; No Conflict. (a) Each of Parent, GPX and each Seller has full corporate power and authority to execute this Agreement and the other agreements, documents and other instruments executed and delivered in connection with this Agreement to which they are a party (the "Seller Ancillary Documents"), and to consummate the -------------------------- transactions contemplated herein and therein. The execution and delivery by Parent, GPX and each Seller of this Agreement and the Seller Ancillary Documents to which any of them is a party, and the consummation by each of them of the transactions contemplated herein and therein, have been duly authorized by all necessary corporate action.
(b) This Agreement constitutes the legal, valid, valid and binding obligation of Parent, GPX and Sellers, enforceable against Sellers each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy and Equity --------------------- Exception"). Upon the execution and delivery by Parent, GPX and Sellers of the Escrow Agreement--------- Seller Ancillary Documents to which they are, or are specified to be, parties, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Seller Ancillary Documents will constitute the legal, valid, valid and binding obligations of Parent, GPX and Sellers, as the case may be, enforceable against Sellers each of them in accordance with their respective terms, subject to the Bankruptcy and Equity Exception. Each of Parent, GPX and Sellers have has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Closing Seller Ancillary Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Seller Ancillary Documents.
(bc) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Parent, GPX and Sellers nor the consummation or performance of any of the Contemplated Transactions willtransactions contemplated in this Agreement by Parent, directly or indirectly GPX and Sellers will (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, any Seller or (B) any resolution adopted by the board of directors or the stockholders of any Acquired CompanySeller;
(ii) assuming due compliance with all requirements under the HSR Act, contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, Parent or any of the assets owned or used by any Acquired Company, may be GPX is subject;
(iii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company Seller or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanySeller;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, with or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth Seller; except, in Part 3.2 the case of the Disclosure Letterclause (ii), no Seller (iii), (iv) or Acquired Company (v) above, for any contravention, violation, conflict, breach, default, remedy, acceleration, failure, cancellation, termination, modification, imposition or creation that is or will be required not reasonably likely to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionscause a Material Adverse Effect.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Global Industrial Technologies Inc), Asset Purchase Agreement (Global Industrial Technologies Inc)
Authority; No Conflict. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby (the "Contemplated Transactions"). The execution and delivery of this Agreement, by the Company and the consummation by the Company of the Contemplated Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority in voting power of the then outstanding shares of capital stock of the Company (the "Required Company Stockholder Vote") and the filing of appropriate merger documents as required by the DGCL). The Board of Directors of the Company has unanimously approved this Agreement, declared it to be advisable and resolved to recommend to stockholders of the Company that they vote in favor of the adoption of this Agreement in accordance with the DGCL. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid, valid and binding obligation of Sellersthe Company, enforceable against Sellers the Company in accordance with its terms. Upon the execution , subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and delivery by Sellers similar laws of the Escrow Agreement, the Employment Agreements, the Sellersgeneral applicability relating to or affecting creditors' Releases, rights and the Noncompetition Agreements to general equity principles (collectively, the "Sellers' Closing DocumentsBankruptcy and Equity Exception"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 2.2(b) of the Company Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of time):
time or both), (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any of the Acquired CompaniesCorporations, or (B) any resolution adopted by the board Board of directors Directors or the stockholders of any of the Acquired Company;
Corporations; (ii) subject to obtaining the Required Company Stockholder Vote and compliance with the requirements specified in clauses (A) through (D) of Section 2.2(c), contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order, writ, injunction or decree to which any of the Acquired Company or either SellerCorporations, or any of the material assets owned or used by any of the Acquired CompanyCorporations, may be is subject;
; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any of the Acquired Company Corporations, or that otherwise relates to the business of, or any of the assets owned or used by, any of the Acquired Company;
Corporations; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Material Contract; or
(viiv) require a Consent under any Material Contract or under any Government Authorization from any Person; or (vi) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any of the Acquired Company. Corporations, except, in the case of clauses (ii), (iii), (iv), (v) and (vi), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or materially delay consummation of the Merger or otherwise prevent the Company from performing any of its material obligations under this Agreement and would not be reasonably likely to, individually or in the aggregate, adversely affect the Acquired Corporations in any material respect.
(c) Except as set forth in Part 3.2 2.2(c) of the Company Disclosure LetterSchedule, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or by the Company do not, and the performance of this Agreement and the consummation or performance of any of the Contemplated Transactions.
Transactions by the Company will not, require any Consent of, or filing with or notification to, any Governmental Body, except (ci) Sellers are acquiring for (A) applicable requirements, if any, of the Promissory Notes for their own account Exchange Act, the Securities Act and not state securities or "blue sky" laws ("Blue Sky Laws"), (B) the pre-merger notification requirements of the HSR Act, (C) filing of a certificate of merger as required by the DGCL and appropriate corresponding documents with the appropriate authorities in other states in which the Company is qualified as a view foreign corporation to their distribution within transact business and (D) the meaning of Section 2(11non-United States competition, antitrust and investment laws set forth in Part 2.2(c) of the Securities Act. Each Seller is an "accredited investor" as Company Disclosure Schedule and (ii) where failure to obtain such term is defined Consents, or to make such filings or notifications, would not prevent or materially delay consummation of the Merger, or otherwise prevent the Company from performing any of its material obligations under this Agreement and would not be reasonably likely to, individually or in Rule 501(a) under the Securities Actaggregate, adversely affect the Acquired Corporations in any material respect.
Appears in 2 contracts
Samples: Merger Agreement (Manufacturers Services LTD), Merger Agreement (Manufacturers Services LTD)
Authority; No Conflict. (a) This Agreement and the Contemplated Transactions have been duly authorized by Seller, including all necessary actions of Seller's managers and members. Assuming the due execution and delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity and the discretion of courts in granting equitable remedies. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesTransaction Documents to which Seller is a party, and assuming the Noncompetition Agreements (collectivelydue execution and delivery of such Transaction Documents by the other parties thereto, the "Sellers' Closing Documents"), the Sellers' Closing such Transaction Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity and the discretion of courts in granting equitable remedies. Sellers have Except as set forth in Schedule 3.2 of the Disclosure Letter, Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Transaction Documents to which it will be a party and to perform their its obligations under this Agreement and the Sellers' Closing DocumentsTransaction Documents to which it will be a party.
(b) Except as set forth in Part Schedule 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board members or managers of directors or the stockholders of any Acquired Company;
(ii) to the Knowledge of Seller or the Company, contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either Seller, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any TaxTaxes;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Applicable Contract; or
(viivi) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. .
(c) Except as set forth in Part Schedule 3.2 of the Disclosure Letter, no neither Seller or Acquired nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Source Interlink Companies Inc), Unit Purchase Agreement (Source Interlink Companies Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersShareholders, enforceable against Sellers Shareholders in accordance with its terms. Upon the execution and delivery by Sellers Shareholders and Sorisole of the Escrow Agreement, the Employment Agreements, the SellersShareholders' Releases, and the Noncompetition Agreements Release (collectively, the "SellersShareholders' Closing Documents"), the SellersShareholders' Closing Documents will constitute the legal, valid, valid and binding obligations of SellersShareholder and Sorisole, enforceable against Sellers Shareholders and Sorisole in accordance with their respective terms. Sellers Shareholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations pursuant to this Agreement, and Shareholders and Sorisole have the Sellers' Closing Documents absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform their obligations under this Agreement and pursuant to the SellersShareholder' Closing Documents.
(b) Except as set forth in Part 3.2 of the Sorisole Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesSorisole, or (B) any resolution adopted by the board Board of directors Directors or the stockholders of any Acquired CompanySorisole;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Sorisole or any Acquired Company or either SellerShareholder, or any of the assets owned or used by any Acquired CompanySorisole, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company Sorisole or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanySorisole;
(iv) cause Buyer La Jolla or any Acquired Company Sorisole to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company Sorisole to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired CompanySorisole. Except as set forth in Part 3.2 of the Sorisole Disclosure Letter, no Seller or Acquired Company neither Sorisole nor any Shareholder is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers Shareholders are acquiring the Promissory Notes La Jolla Common Stock for their own account accounts and not with a view to their an intention of distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Acquisition and Reorganization Agreement (Sorisole Acquisition Corp), Stock Acquisition and Reorganization Agreement (La Jolla Fresh Squeezed Coffee Co Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, Agreement and the Sellers' Releases, and the Noncompetition Agreements Releases (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.;
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either any Seller, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
; (vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired neither Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerseach of the Emdeon Entities, enforceable against Sellers each of the Emdeon Entities in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Sellers the Emdeon Entities of each of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, documents and the Noncompetition Agreements instruments to be executed and delivered by them at Closing pursuant to Section 1.6(b) (collectively, the "Sellers' “Emdeon Closing Documents"”), each of the Sellers' Emdeon Closing Documents will constitute the legal, valid, and binding obligations obligation of Sellerseach Emdeon Entity a party thereto, enforceable against Sellers each such Emdeon Entity in accordance with their respective its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Sellers have Each Emdeon Entity has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Emdeon Closing Documents and to perform their its obligations under this Agreement and the Sellers' Emdeon Closing Documents, and such action has been duly authorized by all necessary limited liability company or corporate action (as appropriate) by each such Emdeon Entity.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by the Emdeon Entities nor the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby by the Emdeon Entities will give any Person any right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time):
the transactions contemplated hereby pursuant to (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents any Emdeon Entities’ certificate of the Acquired Companiesformation or articles of organization, limited liability company agreement or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
operating agreement; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Requirement, or any Order of any Governmental Authority, to which any Acquired Company Emdeon Entity or either Seller, its assets are subject; or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, any material contract or result in agreement to which any Emdeon Entity is a violation of party or by which any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;Emdeon Entity may be bound.
(ivc) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company No Emdeon Entity is or will be required to give any notice to or obtain any Consent consent or approval from any Person Governmental Authority in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Merger Agreement (Emdeon Inc.), Merger Agreement (Emdeon Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms. Upon the execution , and delivery by Sellers each of the Escrow AgreementAncillary Agreements will, when duly authorized, executed and delivered by each of the Employment Agreementsparties thereto, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, valid and binding obligations obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with their respective its terms, except that enforceability of this Agreement and the Ancillary Agreements may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Sellers have Buyer has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Closing Documents Ancillary Agreements and to perform their its obligations under this Agreement and the Sellers' Closing DocumentsAncillary Agreements.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement and the Ancillary Agreements by Buyer nor the consummation or performance of any of the Contemplated Transactions willby Buyer will give any Person the right to prevent, directly delay or indirectly (otherwise interfere with or without notice or lapse any of time):
the Transactions pursuant to: (i) contravene, conflict with, or result in a violation of (A) any provision of the Buyer’s Organizational Documents of the Acquired Companies, or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
Buyer except as would not have a materially adverse impact on Buyer’s ability to consummate the Transactions; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any (assuming receipt of the Contemplated Transactions or to exercise any remedy or obtain any relief under, Antitrust Approvals) any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, Buyer may be subject;
(iii) contravene, conflict with, subject except as would not have a materially adverse impact on Buyer’s ability to consummate the Transactions; or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause any Contract to which Buyer is a party or any Acquired Company by which Buyer may be bound except as would not have a materially adverse impact on Buyer’s ability to become subject to, or to become liable consummate the Transactions. Except for the payment ofAntitrust Approvals, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company Buyer is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement and the Ancillary Agreements or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Joy Global Inc), Stock Purchase Agreement (Cameron International Corp)
Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of SellersMRI, enforceable against Sellers MRI in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have MRI has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their its obligations under hereunder. The execution and delivery by MRI of this Agreement and the Sellers' Closing Documentsgrant of the Rights hereunder has been authorized by all necessary limited liability company action on the part of MRI.
(b) Except as set forth in Part 3.2 of the Disclosure LetterThe execution, neither the execution delivery and delivery performance of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, will not directly or indirectly indirectly: (i) result in (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare conflict with or constitute a default or exercise any remedy under, result in the termination or to accelerate the maturity in a right of termination or performance cancellation of, or to cancel, terminateaccelerate the performance required by, or modifyrequire notice under, any Applicable Contractagreement which if any of the foregoing occurred would materially impair the grant of the Rights; or
(viiii) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body (as defined in the MCI Assignment Agreement) binding on MRI; (iii) violate any statute, law or regulation of any jurisdiction governing the Rights; or (iv) result in the imposition cancellation, revocation or creation suspension of any Encumb rance upon registrations, consents, approvals, authorizations or with respect to any of the assets owned certificates issued or used granted by any Acquired Company. Except as set forth in Part 3.2 Governmental Body which are held by or granted to MRI, the cancellation of which would materially impair the Disclosure LetterRights, no Seller other than notices, approvals, ratifications, waivers or Acquired Company is or authorizations that have already been obtained.
(c) MRI will not be required to give any notice to or obtain any Consent approval, consent, ratification, waiver or other authorization from any Person person or entity (including, without limitation, any Governmental Body) in connection with with: (i) the execution and delivery of this Agreement Agreement, or (ii) the consummation or performance of any of the Contemplated Transactionshereof.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Exclusive Cross License Agreement (Marvel Entertainment, Inc.), Exclusive Cross License Agreement (Marvel Entertainment, Inc.)
Authority; No Conflict. (a) The execution, delivery, and performance of this Agreement and the Contemplated Transactions have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement constitutes has been duly executed and delivered by Seller and at the legal, valid, Closing all instruments executed and binding obligation of Sellers, enforceable against Sellers delivered by Seller at or in accordance connection with its termsthe Closing shall have been duly executed and delivered by Seller. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, This Agreement and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will Contemplated Transactions constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have , except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the absolute rights and unrestricted right, power, authority, remedies of creditors generally and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documentsby general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law).
(b) Except as set forth in Part 3.2 Schedule 3.02(b), and assuming the receipt of all Consents and approvals and the Disclosure Letterwaiver of, or compliance with, all Preferential Purchase Rights (in each case) applicable to the Contemplated Transactions, neither the execution and delivery of this Agreement by Seller nor the consummation or performance of any of the Contemplated Transactions willby Seller shall, directly or indirectly (with or without notice or lapse of time):
time or both), (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesSeller, or (B) any resolution adopted by the board of directors of Seller, (C) any material agreement or instrument to which Seller is a party or by which Seller is bound that affects any of the stockholders Conveyed Assets, or (D) any Order applicable to Seller as a party in interest or any Legal Requirement applicable to Seller’s interest in any of any Acquired Company;
the Conveyed Assets; or (ii) contraveneexcept with respect to Permitted Encumbrances, conflict withresult in the creation of any Encumbrance on any Conveyed Asset or give rise to any right of termination, cancellation, or result in acceleration under any provision of any Contract to which Seller is a violation of, party or give any Governmental Body or other Person the right to challenge by which any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, Conveyed Assets may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsbound.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Lilis Energy, Inc.), Purchase and Sale Agreement (Lilis Energy, Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements other Transaction Documents to which the Sellers or the Subject Company are a party (collectively, the "Sellers' Closing Documents")) have been duly executed and delivered by the Sellers and the Subject Company, to the Sellers' Closing Documents will extent that they are a party thereto, and constitute the legal, valid, and binding obligations of Sellersthe Sellers and/or the Subject Company, as the case may be, enforceable against the Sellers and/or the Subject Company in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Sellers and the Subject Company have the absolute and unrestricted right, all requisite power, authority, authority and capacity to execute and deliver this Agreement and and/or the Sellers' Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 5.2, neither the execution and delivery of this Agreement and the Sellers' Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, Subject Company or (B) any resolution adopted by the board of directors of the Subject Company or the stockholders shareholders or other equity owners of any Acquired the Subject Company;
(ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Subject Company or either Seller, or any of the assets owned or used by any Acquired the Subject Company, may be subject;
(iii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired the Subject Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Subject Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, with or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Subject Company, except in the case of each of clauses (ii) through (v) above, for such contraventions, conflicts, violations, Liabilities, reassessments, revaluations, breaches or creations of Encumbrances which, individually and in the aggregate, would not have a Material Adverse Effect on the Subject Company. Except as set forth in Part 3.2 of Schedule 5.2, the Disclosure Letter, no Seller or Acquired Subject Company is or not, nor will be be, required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, other than notices or Consents the absence of which would not have a Material Adverse Effect on the Subject Company.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Corporate Staffing Resources Inc), Stock Purchase Agreement (Corporate Staffing Resources Inc)
Authority; No Conflict. (a) This Agreement constitutes the a legal, valid, valid and binding obligation of SellersMVL, enforceable against Sellers MVL in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have MVL has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their its obligations under hereunder. The execution and delivery by MVL of this Agreement and the Sellers' Closing Documentsgrant of the MVL Granted Rights hereunder has been authorized by all necessary limited liability company action on the part of MVL.
(b) Except as set forth in Part 3.2 of the Disclosure LetterThe execution, neither the execution delivery and delivery performance of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, will not directly or indirectly indirectly: (i) result in (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare conflict with or constitute a default or exercise any remedy under, result in the termination or to accelerate the maturity in a right of termination or performance cancellation of, or to cancel, terminateaccelerate the performance required by, or modifyrequire notice under, any Applicable Contractagreement which would materially impair the grant of the MVL Granted Rights; or
(viiii) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body binding on MVL; (iii) violate any statute, law or regulation of any jurisdiction governing the MVL Granted Rights; or (iv) result in the imposition cancellation, revocation or creation suspension of any Encumb rance upon registrations, consents, approvals, authorizations or with respect to any of the assets owned certificates issued or used granted by any Acquired Company. Except as set forth in Part 3.2 Governmental Body which are held by or granted to MVL, the cancellation of which would materially impair the Disclosure LetterMVL Granted Rights, no Seller other than notices, approvals, ratifications, waivers or Acquired Company is or authorizations that have already been obtained.
(c) MVL will not be required to give any notice to or obtain any Consent approval, consent, ratification, waiver or other authorization from any Person person or entity (including, without limitation, any Governmental Body) in connection with with: (i) the execution and delivery of this Agreement Agreement, or (ii) the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" hereof, other than as such term is defined in Rule 501(a) may be required under the Securities ActCredit Agreement.
Appears in 2 contracts
Samples: Exclusive Cross License Agreement (Marvel Entertainment, Inc.), Exclusive Cross License Agreement (Marvel Entertainment, Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow AgreementTransaction Documents to which Seller is a party, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents each such Transaction Document will constitute the legal, valid, valid and binding obligations obligation of SellersSeller, enforceable against Sellers the Seller in accordance with their respective its terms. Sellers have , except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the absolute and unrestricted rightavailability of specific performance, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documentsinjunctive relief or other equitable remedies.
(b) Except as set forth Seller will not be required to give any notice to or obtain any Consent from any Person in Part 3.2 connection with the execution and delivery of the Disclosure LetterTransaction Documents or the consummation or performance of any of the Contemplated Transactions, and neither the execution and delivery of this Agreement the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) if Seller is not an individual, any provision of the Organizational Documents of the Acquired Companiesits organizational documents, or (B) if Seller is not an individual, any currently effective resolution adopted by the its board of directors directors, its shareholders and/or any other governing body of such Seller or the stockholders of any Acquired Company;
(iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, it or any of the assets owned or used by any Acquired Company, may be it is subject;
(iiiii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company Seller or that otherwise relates to the its business of, or any of the assets owned or used by, any Acquired Companyby it;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(viiii) contravene, conflict with, with or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; or
(vii) , or result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsit.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Building Control Inc), Stock Purchase Agreement (American Building Control Inc)
Authority; No Conflict. (a) Seller has all necessary individual power, capacity and authority to execute and deliver this Agreement, to perform Seller’s obligations hereunder, and to consummate the Transaction. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid, valid and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon , subject to the execution effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and delivery by Sellers (ii) rules of the Escrow Agreementlaw and equity governing specific performance, the Employment Agreements, the Sellers' Releases, injunctive relief and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documentsother equitable remedies.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation performance thereof do or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
time or both), (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Requirements to which any Acquired Company or either the Seller, or any of the assets owned Seller’s Shares, are subject; or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(viii) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; orcontract to which the Seller is a party, except, in the case of clauses (i) and (ii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent the Seller from performing Seller’s obligations under this Agreement in any material respect.
(viic) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the The execution and delivery of this Agreement or by the consummation or Seller does not, and the performance of this Agreement will not, require any Consent of, or filing with or notification to, any Governmental Body, except (i) for applicable requirements, if any, of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of Exchange Act, the Securities Act. Each Act and state securities or “blue sky” laws (“Blue Sky Laws ”), and (ii) such other Consents, filings or notifications where failure to obtain such Consents, or to make such filings or notifications, would not prevent the Seller is an "accredited investor" as such term is defined in Rule 501(a) from performing his, her or its obligations under the Securities Actthis Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lime Energy Co.), Stock Purchase Agreement (Kiphart Richard P)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBxxxx, enforceable against Sellers Buyer in accordance with its termsteams. Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, the Employment Agreements, the Sellers' ’ Releases, the Consulting Agreement and the Noncompetition Agreements Stock Pledge Agreement (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of SellersBuyer, enforceable against Sellers Buyer in accordance with their respective termsterms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions and the choice of law provisions contained in the Sellers’ Closing Documents may be limited by applicable laws. Sellers have Buyer has the absolute and unrestricted right, power, authority, right power and capacity authority to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyer; nor the consummation or performance of any of the Contemplated Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any material provision of the Buyer’s Organizational Documents of the Acquired CompaniesDocuments, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired CompanyBuyer;
(ii) contravene, conflict with, or result in a violation of, of or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any material Legal Requirement or any material Order to which any Acquired Company or either Sellerthe Buyer, or any of the assets owned or used by any Acquired Companythe Buyer, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms teens or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanyBuyer;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any material amount of Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vemics, Inc.), Stock Purchase Agreement (Vemics, Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersTOG, enforceable against Sellers TOG in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have TOG has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' its respective Closing Documents and to perform their its obligations under this Agreement and the Sellers' such Closing Documents.
(b) Except as set forth in Part 3.2 on Section 4.2 of the TOG Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of the Acquired CompaniesTOG, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired Company;
TOG, (iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order to which any Acquired Company or either SellerTOG, or any of the assets owned or used by any Acquired CompanyTOG, may be subject;
, (iiiD) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization governmental authorization that is held by any Acquired Company TOG or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject toTOG, or (E) any Contract to become liable for the payment of, any Tax;
(v) cause any of the which TOG is a party or by which TOG or its assets owned by any Acquired Company to be reassessed is bound or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractaffected; or
(viiii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired CompanyTOG.
(c) No license, franchise, permit or other similar authorization held by TOG will be terminated or impaired as a result of the transactions contemplated by this Agreement. Except as set forth in Part 3.2 on Section 4.2 of the TOG Disclosure LetterSchedule, no Seller or Acquired Company TOG is not or will not be required to give any notice to or obtain any Consent consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
transactions contemplated hereby (c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of such consents set forth on Section 2(11) 4.2 of the Securities Act. Each Disclosure Schedule, the “TOG Required Consents,” and together with Seller is an "accredited investor" as such term is defined in Rule 501(a) under Required Consents, the Securities Act“Required Consents”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (O'Gara Group, Inc.), Stock Purchase Agreement (O'Gara Group, Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller and HEICO, enforceable against Sellers Seller and HEICO in accordance with its terms. Upon the execution and delivery by Sellers Seller and HEICO of the Escrow Shareholders Agreement, the Employment Agreements, the Sellers' Releases, Research and Development Cooperation Agreement and the Noncompetition Agreements Tax Allocation and Sharing Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller and HEICO, as may be applicable, enforceable against Sellers Seller and HEICO, as may be applicable, in accordance with their respective terms. Sellers Seller and HEICO have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their its obligations under this Agreement and the Sellers' Seller's Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Seller's Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Seller's Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which Seller, any Acquired Seller's Company or either Seller, HEICO or any of the assets owned or used by any Acquired Seller's Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Seller's Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Seller's Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractapplicable contract; or
(viiv) result in the imposition or creation of any Encumb rance encumbrance upon or with respect to any of the assets owned or used by any Acquired Seller's Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller neither the Seller, HEICO or Acquired any Seller's Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Heico Corp), Stock Purchase Agreement (Heico Corp)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers it in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements any documents to be executed at Closing pursuant to this Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' such Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, as applicable, enforceable against Sellers it in accordance with their respective its terms. Sellers have Seller has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Closing Documents to which it is a party and to perform their its obligations under thereunder. The execution, delivery and performance of this Agreement has been specifically authorized by the general partner and sole limited partner of Seller. Reynxxxx Xxxdoor, Inc. is the Sellers' Closing Documentssole limited partner of Seller and Reynxxxx xxxs all of the outstanding capital stock of Reynxxxx Xxxdoor, Inc. Reynxxxx Xxxas Properties, LLC is the sole general partner of Seller.
(b) Except as set forth in Part 3.2 3.2(b) of the Disclosure LetterSchedule, neither the execution and delivery by Seller of this Agreement nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time)::
(i) contravene, conflict with, violate or result in a violation breach of (A) any provision of the Organizational Documents of the Acquired Companies, or Seller; (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief underSeller's Knowledge, any Legal Requirement or any Order to which any Acquired Company or either Seller, the Business or any of the assets owned Purchased Assets or used by any Acquired Company, Real Property may be subject;
; (iiiC) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modifySeller's Knowledge, any Governmental Authorization that is held by any Acquired Company Seller or that otherwise relates to the business ofBusiness, the Purchased Assets or Real Property; or (D) any of material Contract to which Seller is a party or by which Seller or the assets owned or used by, any Acquired Company;Purchased Assets may be bound; or
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(viii) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractinterest or rights of Seller in or to the Purchased Assets or Real Property; or
(vii) or result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned Purchased Assets or used by any Acquired Company. Real Property.
(c) Except as set forth in Part 3.2 3.2(c) of the Disclosure LetterSchedule, no Seller or Acquired Company is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Outdoor Systems Inc), Asset Purchase Agreement (Outdoor Systems Inc)
Authority; No Conflict. (ai) Each Seller has the requisite power and authority to enter into this Agreement and the Seller’s Closing Documents (as hereinafter defined) and to perform its obligations under this Agreement and the Seller’s Closing Documents, and the execution and delivery of this Agreement and the Seller’s Closing Documents and the consummation of the Contemplated Transactions and the performance of each Seller’s obligations hereunder and thereunder have been duly authorized by all necessary action on the part of each Seller. This Agreement has been duly executed and delivered by each Seller and, upon execution by the other parties hereto, constitutes the legal, valid, valid and binding obligation of Sellerseach Seller, enforceable against Sellers each Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (the “Enforceability Exceptions”). Upon the execution and delivery by Sellers each Seller, as applicable, and the other parties thereto of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Release Agreement and the Noncompetition Agreements Noncompetition, Nondisclosure and Nonsolicitation Agreement (collectively, the "Sellers' “Seller’s Closing Documents"”), the Sellers' Seller’s Closing Documents will constitute the legal, valid, and binding obligations of Sellerseach Seller party thereto, enforceable against Sellers each Seller in accordance with their respective terms. Sellers have , subject to the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing DocumentsEnforceability Exceptions.
(bii) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 6(b)(ii), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i1) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) the Shareholders Agreement, or (C) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii2) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either any Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii3) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv4) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Taxtax;
(v5) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi6) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii7) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. .
(iii) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 6(b)(iii), no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Rainmaker Systems Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its termsSeller. Upon the execution and delivery by Sellers Seller of each of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, documents and the Noncompetition Agreements instruments to be executed and delivered by Seller at Closing pursuant to SECTION 1.7(A) (collectively, the "Sellers' Closing DocumentsSELLER'S CLOSING DOCUMENTS"), the Sellers' each of Seller's Closing Documents will constitute the legal, valid, and binding obligations obligation of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their its obligations under this Agreement and the Sellers' Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's Members.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly transactions contemplated hereby will (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of any of the Organizational Governing Documents of the Acquired CompaniesSeller, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement (as defined in SECTION 2.11(A) below) or Order (as defined in SECTION 2.12(B) below) of any Order court or governmental authority to which any Acquired Company or either Seller, Seller or any of the assets owned Assets are subject, or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of breach any of the terms or requirements provision of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance ofof or payment under, result in the creation or imposition of any Encumbrance upon any of the Assets under, or to cancel, terminate, or modify, any Applicable Contract; orcontract to which Seller is a party or by which Seller or the Assets are bound.
(viic) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure LetterSCHEDULE 2.2(C), no Seller or Acquired Company is or not and will not be required to give any notice to or obtain any Consent consent from any Person person in connection with the execution and delivery of this Agreement or the consummation or performance of any the transactions contemplated hereby (including the assignment of the Contemplated TransactionsSeller Contracts hereunder).
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 2 contracts
Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (GlobalOptions Group, Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, The Company has all necessary corporate power and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Documents Merger Agreement in connection with the Contemplated Transactions and the Merger, to perform its obligations hereunder and thereunder and to perform their obligations under consummate the Contemplated Transactions and the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Contemplated Transactions and the Merger have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Merger Agreement or to consummate the Contemplated Transactions or the Merger (other than with respect to the Merger, the Required Company Stockholder Vote to be effected pursuant to the Majority Stockholder Written Consent Agreements and, as required by the DGCL and NRS, the filing of the Certificates of Merger). Each of this Agreement and the Sellers' Closing DocumentsMerger Agreement has been duly and validly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by the Holders and Parent and due execution and delivery of the Merger Agreement by Parent, as applicable, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement or the Merger Agreement, nor the consummation or performance of any of the Contemplated Transactions or the Merger do or will, directly or indirectly (with or without notice or lapse of time):
time or both) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Requirements to which any Acquired Company or either Sellerthe Company, or any of the assets owned or used by any Acquired the Company, may be is subject;
, (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company the Company, or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
, (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or constitute a default under, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
Contract to which the Company is a party, (viiv) require a Consent from any Person, or (vi) result in the imposition or creation of any Encumb rance Lien upon or with respect to any of the assets owned or used by the Company, except, in the case of clauses (ii), (iii), (iv), (iv), (v) and (vi), for any Acquired Company. Except as set forth in Part 3.2 such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Disclosure LetterContemplated Transactions or the Merger in any material respect, no Seller or Acquired otherwise prevent the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of performing its obligations under this Agreement or the consummation or performance of Merger Agreement in any of the Contemplated Transactionsmaterial respect.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Conversion Agreement (Heckmann CORP)
Authority; No Conflict. (a) The execution, delivery and performance by LLC of this Agreement and the compliance with the provisions hereof have been duly authorized by all requisite action on the part of LLC. This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting the rights and remedies of creditors generally (the “Bankruptcy Exception”). Upon the execution and delivery by Sellers and the Related Persons of the Escrow Agreement, the Employment Agreements, the Sellers' ’ Releases, and by Sxxxx of the Noncompetition Agreements Agreement (collectively, the "“Sellers' ’ Closing Documents"”), the Sellers' ’ Closing Documents will constitute the legal, valid, and binding obligations of SellersSellers and the Related Persons, as applicable, enforceable against Sellers in accordance with their respective terms, subject to the Bankruptcy Exception. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' ’ Closing Documents and to perform their obligations under this Agreement and the Sellers' ’ Closing Documents.
(b) Except as set forth in Part part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement by Sellers nor the consummation or performance of any of the Contemplated Transactions by Sellers will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired CompanyLLC;
(ii) to the Knowledge of Sellers, contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge enjoin any of the Contemplated Transactions under, or to exercise any obtain a remedy or obtain any relief underthat would have a material adverse effect on the financial benefits expected to be obtained by Buyer under the Contemplated Transactions pursuant to, any Legal Requirement or any Order to which any Acquired Company or either SellerSellers, or any of the assets owned or used by any Acquired CompanySeller, may be subject;; or
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business ofKnowledge of Sellers, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default under, or exercise any to obtain a legal remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract to which the Company is a party that has been filed by the Company with the Securities and Exchange Commission as an exhibit to the Company’s most recently filed annual report on Form 10-K (or incorporated as an exhibit thereto by reference) or any report on Form 10-Q filed subsequent to such Form 10-K and prior to the date of this Agreement (the “Material Contracts”); or
(viiiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Shares, other than the limitations and restrictions set forth in the Company’s articles of incorporation and bylaws and the provisions of the Louisiana Business Corporation Law, federal and state securities laws, and other applicable laws (“Mandatory Limitations”). Except as set forth in Part part 3.2 of the Disclosure Letter, no Seller or Acquired to Sellers’ Knowledge, the Company is or not and will not be required to give any notice to or obtain any Consent from under any Person Material Contract to which the Company is a party in connection with the execution and delivery of this Agreement by Sellers or the consummation or performance of any of the Contemplated TransactionsTransactions by Sellers.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Phi Inc)
Authority; No Conflict. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other agreements referred to in this Agreement to which it is or will be a party, and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby (collectively, the “Contemplated Transactions”) have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Contemplated Transactions (other than, with respect to the Merger, the adoption of this Agreement by the holders of a majority of the then outstanding Company Equity (the “Required Member Vote”)). The Company’s managing member has approved this Agreement, declared it to be advisable, and resolved to recommend to the equityholders of the Company that they vote in favor of the adoption of this Agreement in accordance with the ARS. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against Sellers the Company in accordance with its terms. Upon , except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or other similar Legal Requirement affecting the execution and delivery by Sellers enforcement of the Escrow Agreement, the Employment Agreements, the Sellers' Releasescreditors’ rights generally, and the Noncompetition Agreements subject to general principles of equity (collectively, the "Sellers' Closing Documents"whether considered in a proceeding whether in equity or at law), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions do or will, directly or indirectly (with or without notice or lapse of timetime or both):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, Company or any of its Subsidiaries or (B) any resolution adopted by the members, board of directors or the stockholders equityholders of the Company or any Acquired Companyof its Subsidiaries;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either Sellerany of its Subsidiaries, or any of the assets owned or used by any Acquired Companyof the Company or any of its Subsidiaries, is or may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or any Acquired Company of its Subsidiaries, or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any Acquired Companyof its Subsidiaries;
(iv) cause Buyer the Company or any Acquired Company of its Subsidiaries to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by the Company or any Acquired Company of its Subsidiaries to be reassessed or revalued by any taxing authority Taxing Authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, result in the loss of any benefit or the imposition of any additional payment or other liability under, give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, redeem, or modifymodify any Company Contract, exercise any change in control or similar put rights with respect to, or to require a greater rate of interest on, any Applicable Contractdebt obligations of the Company; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by the Company or any Acquired Company. Except as set forth of its Subsidiaries, except, in Part 3.2 the case of clauses (ii), (iii), (iv), (v), (vi), and (vii), for any such conflicts, violations, breaches, defaults, or other occurrences that, individually or in the Disclosure Letteraggregate, no Seller or Acquired have not had and could not reasonably be expected to have a Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the Material Adverse Effect.
(c) The execution and delivery of this Agreement or by the Company do not, and the performance of this Agreement and the consummation or performance of any of the Contemplated Transactions.
Transactions by the Company will not, require any Consent of, or filing with or notification to, any Person, except (ci) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11(A) applicable requirements, if any, of the Securities Exchange Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under , the Securities ActAct and state securities or “blue sky” Legal Requirements (“Blue Sky Laws”) and (B) filing of articles of merger as required by the ARS and (ii) where failure to obtain such Consents, or to make such filings or notifications, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Sellers and the Management Owners, enforceable against the Sellers and the Management Owners in accordance with its terms. Upon the execution and delivery by the Sellers and the Management Owners of the Escrow AgreementTransaction Documents to which they are a party, the Employment Agreements, Transaction Documents to which the Sellers' Releases, Sellers and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents Management Owners are a party will constitute the legal, valid, and binding obligations of Sellersthe Sellers and the Management Owners, enforceable against the Sellers and the Management Owners in accordance with their respective termsterms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally, and the availability of equitable remedies. The board of directors, board of managers, shareholders, and members of the Sellers and the Company, who are by applicable Legal Requirements required to approve and authorize the Transaction Documents and the Contemplated Transactions, have approved and authorized the Transaction Documents and the Contemplated Transactions, in each case without condition, limitation or restriction. The Sellers and the Management Owners have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Transaction Documents to which he or it is a party and to perform their his or its obligations under this Agreement and the Sellers' Closing DocumentsTransaction Documents to which he or it is a party.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany or any Seller who is not a natural person, or (B) any resolution or authorization adopted by the board of directors directors, board of managers, trustees, shareholders or members (as the stockholders case may be) of the Company or any Acquired Company;
Seller who is not a natural person; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by any Acquired Company or that otherwise relates with respect to the business of, or any of the assets owned or used by, any Acquired Company;
; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(viiii) contravene, conflict with, or result in a material violation or material breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractmaterial Contract to which the Company is a party; or
or (viiiv) except as specifically contemplated by the Transaction Documents, result in the imposition or creation of any Encumb rance Security Interest upon or with respect to any of the assets owned Shares, or used by any Acquired asset of the Company. Except Other than obtaining the Required Approvals, and except as set forth in Part 3.2 on Schedule 3.2(b), none of the Disclosure LetterSellers, no Seller the Management Owners, or Acquired the Company is or will be are required to give any notice to or obtain any Consent from from, or provide any notice to, any Person in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the Contemplated Transactions, or to permit Purchaser and the Company to carry on the Business after Closing as it is currently conducted by the Company.
(c) Sellers are acquiring The Sellers, the Promissory Notes for their own account Management Owners, and not with a view to their distribution within the meaning Company have taken all action so that the entering into of Section 2(11) this Agreement and the other Transaction Documents, and except as provided above, the consummation of the Securities Act. Each Seller is an "accredited investor" as such term is defined Contemplated Transactions do not and will not result in Rule 501(a) the grant of any rights to any Person under the Securities ActOrganizational Documents of the Company, or restrict the ability of the Purchaser to otherwise exercise the rights of the Sellers with respect to the Shares.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Altisource Portfolio Solutions S.A.)
Authority; No Conflict. Except for the requirement that Parent obtain the Required Parent Stockholder Vote:
(a) This Agreement constitutes the legal, valid, Parent has all necessary corporate power and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement, the Registration Rights Agreement and the Sellers' Closing Documents Merger Agreement, and to perform their its obligations under hereunder and thereunder and to consummate the Contemplated Transactions and the Merger. The execution and delivery of each of this Agreement, the Registration Rights Agreement and the Sellers' Closing DocumentsMerger Agreement by Parent and the consummation by Parent of the Contemplated Transactions and the Merger have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement, the Registration Rights Agreement or the Merger Agreement or to consummate the Contemplated Transactions and the Merger (other than, with respect to the Merger, the filing of the Certificate of Incorporation Amendment and, as required by the DGCL and NRS, the Certificates of Merger). Each of this Agreement, the Registration Rights Agreement and the Merger Agreement has been duly and validly executed and delivered by Parent and, assuming the due execution and delivery of such agreements by the applicable counterparties thereto, constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally, and (ii) rules of law and equity governing specific performance, injunctive relief and other equitable remedies.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement, the Registration Rights Agreement nor the Merger Agreement, nor the consummation or performance of any of the Contemplated Transactions or the Merger do or will, directly or indirectly (with or without notice or lapse of time):
time or both) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesParent, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerParent, or any of the assets owned or used by any Acquired CompanyParent, may be subject;, except, in the case of clause (ii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or delay consummation of the Contemplated Transactions or the Merger in any material respect, or otherwise prevent Parent from performing its obligations under this Agreement, the Registration Rights Agreement or the Merger Agreement in any material respect.
(iiic) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with Neither the execution and delivery of this Agreement, the Registration Rights Agreement, nor the Merger Agreement or by Parent, nor the performance of such agreements and the consummation or performance of any of the Contemplated Transactions.
Transactions and the Merger, require any Consent of, or filing with or notification to, any Governmental Body, except (ci) Sellers are acquiring for (A) applicable requirements, if any, of the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of Exchange Act, the Securities Act. Each Seller , any national securities exchange on which the Parent Common Stock is an "accredited investor" then listed, and state securities laws, (B) the filing of the Certificates of Merger as required by the DGCL and NRS, (C) the filing of the Certificate of Incorporation Amendment with the Secretary of State of the State of Delaware, and (D) filings made in connection with applicable Antitrust Laws and investment laws, and (ii) such term is defined other Consents, filings or notifications where failure to obtain such Consents, or to make such filings or notifications, would not prevent or delay the consummation of the Contemplated Transactions or the Merger in Rule 501(a) any material respect, or otherwise prevent Parent from performing its obligations under this Agreement, the Securities ActRegistration Rights Agreement and the Merger Agreement in any material respect.
Appears in 1 contract
Samples: Conversion Agreement (Heckmann CORP)
Authority; No Conflict. (a) This Agreement constitutes The Company has the legal, valid, corporate power and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Transaction Documents to which it is a party and to perform their its obligations under this Agreement and the SellersTransaction Documents to which it is a party. This Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. At the Closing, upon the authorization and approval, execution and delivery by the Company of the Transaction Documents to which it is a party, each Transaction Document will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' Closing rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Pursuant to the MBCL and the Company's Organizational Documents, the affirmative vote of (i) at least two-thirds of the Company Preferred Stock, voting separately as a class; and (ii) at least two-thirds of the voting Company Common Stock and the Company Preferred Stock, voting together as a single class, are required for the due authorization of the Company to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunder or thereunder.
(b) Except as set forth in Part 3.2 Schedule 3.2(b) of the Disclosure LetterSchedule, neither the execution and delivery of this Agreement or any Transaction Document by the Company, nor the consummation or performance by the Company of the Merger or any of the Contemplated Transactions other transactions contemplated hereby or thereby will, directly or indirectly (with or without notice or lapse of timetime or both):
(i) contravene, violate or conflict with, or result in a violation of with (A) any provision of the Organizational Documents of the Acquired CompaniesCompany or the Company Subsidiary, or (B) any resolution adopted by the board of directors or the stockholders shareholders of the Company or the Company Subsidiary, (C) any Acquired legal requirement or any legal Order, award, decision, settlement or process to which the Company or the Company Subsidiary or any of the assets or properties owned or used by the Company or the Company Subsidiary is subject, or (D) any Governmental Permit which is held or used by the Company or the Company Subsidiary, excluding from clauses (C) and (D) any violation or conflict which would not, either individually or in the aggregate, materially, adversely affect the Company or materially impair or preclude the Company's ability to consummate the Merger or the transactions contemplated hereby;
(ii) contravene, conflict with, or result in a violation ofbreach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or give require the consent, authorization or approval of or any notice to or filing with any third Person under any material Contract or any debt instrument to which the Company or the Company Subsidiary is a party or to which its or their assets or properties are bound, or require the consent, authorization or approval of or any notice to or filing with any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Authority to which any Acquired the Company or the Company Subsidiary or its or their assets or properties is subject except for any breaches, defaults, rights of termination, cancellation or acceleration, entitlements, consents, approvals, notices or filings which would not, either Sellerindividually or in the aggregate, or any of materially, adversely affect the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates materially impair or preclude the Company's ability to consummate the business of, Merger or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contracttransactions contemplated hereby; or
(viiiii) result in the imposition or creation of any Encumb rance Encumbrance or Lien upon or with respect to any of the assets or properties owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsCompany Subsidiary.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon the execution and delivery by Sellers each Seller, as applicable, of the Master Escrow Agreement, the Employment Agreements, the Sellers' Releasesand Company Mutual Release, Sellers' endorsement of the certificates evidencing the Shares (or the executed stock power accompanying such certificates) and the Noncompetition Agreements each other agreement, certificate or document executed by or on behalf of such Seller and delivered to Buyer pursuant to this Agreement (collectively, the "SellersSELLERS' Closing DocumentsCLOSING DOCUMENTS"), the Sellers' Closing Documents to which such Seller is a party will constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and the exercise of judicial discretion in accordance with general equitable principles. Sellers have Each Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents to which such Seller is party and to perform their such Seller's obligations under this Agreement hereunder and the Sellers' Closing Documentsthereunder.
(b) Except as set forth in Part 3.2 Section 3.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, (B) any provision of the Organizational Documents of the Trust or (BC) any resolution adopted by the board of directors or the stockholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either any Seller, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any TaxTax (other than future Tax owed as a result of future operations of the Company following the Closing);
(v) cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance other than Permitted Encumbrances upon or with respect to any of the assets owned or used by any Acquired the Company. .
(c) Except as set forth in Part 3.2 Section 3.2(c) of the Disclosure Letter, no Seller or Acquired neither Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Edo Corp)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesSeller's Release, and the Noncompetition Agreements Assignment of Ownership Interest (collectively, the "SellersSeller' Closing Documents"), the SellersSeller' Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their her obligations under this Agreement and the Sellers' Seller's Closing Documents.
(b) Except as Unless set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders owner members or managers of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company; or
(viii) any accelerations of any liability owed by any Acquired Company. Except as Unless set forth in Part 3.2 of the Disclosure Letter, no neither Seller or nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are Seller is acquiring the Promissory Notes Note and/or Stock of Buyer for their her own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Authority; No Conflict. (ai) This Agreement constitutes The Seller has the legal, valid, corporate power and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Documents Transition Services Agreement, to consummate the other transactions contemplated hereby and thereby and to perform their its obligations under this Agreement and the SellersTransition Services Agreement. This Agreement and Transition Services Agreement have been duly authorized and approved, executed and delivered by the Seller and have been duly authorized and approved by the Seller's sole shareholder and constitute the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors' Closing Documentsrights in general, or by general principles of equity.
(bii) Except as set forth in Part 3.2 of the Disclosure Letter, neither the The Seller's execution and delivery of this Agreement nor and the consummation or Transition Services Agreement and performance of any of its obligations under this Agreement and the Contemplated Transactions willTransition Services Agreement do not, directly to the Seller's reasonable knowledge (A) conflict with, result in a breach of, constitute a default under (or indirectly (an event which, with or without notice or lapse of time):
(i) contravenetime or both, conflict withwould constitute a default under), accelerate the performance required by, result in the creation of any Lien upon any of the properties or assets of the Seller or ARP under, or result create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any Contract to which the Seller or ARP is a violation of (A) party or by which any provision properties or assets of the Organizational Documents of the Acquired CompaniesSeller or ARP are bound, or (B) violate any resolution adopted by Law or Order currently in effect to which the board of directors Seller or APR is subject. Notwithstanding the stockholders foregoing, the Seller's knowledge and opinion herein is exclusive of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any obligations of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or ARP with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsits publishing activities.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its termsterms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity). Upon the execution and delivery by Sellers Seller of the Escrow Agreementother Transaction Documents to which Seller is a party, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing such Transaction Documents will constitute the legal, valid, valid and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective termsterms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Legal Requirements now or hereafter in effect relating to creditors’ rights generally and general principles of equity). Sellers The board of directors and the shareholders of Seller who are by applicable Legal Requirements required to approve and authorize the Transaction Documents and the Contemplated Transactions, have approved and authorized the absolute Transaction Documents and unrestricted the Contemplated Transactions, in each case without condition, limitation or restriction. Seller has the right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing other Transaction Documents to which it is a party and to perform their its obligations under this Agreement hereunder and the Sellers' Closing Documentsthereunder.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 3.2, neither the execution and delivery of this Agreement the Transaction Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesSeller, or (B) any resolution or authorization adopted by the board of directors or the stockholders shareholders of any Acquired Company;
Seller; (ii) contravene, conflict with, with or result in a violation of, of any Legal Requirement or Order or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
Transactions; (iii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
Seller; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contractof the Acquired Contracts; or
or (viiv) result in the imposition or creation of any Encumb rance Security Interest upon or with respect to any of the assets owned or used by any Acquired CompanyAssets. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 3.2, no Seller or Acquired Company is or will be not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement the Transaction Documents or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring . There is no Proceeding pending, or to Seller’s Knowledge, threatened against Seller or the Promissory Notes for their own account and not with a view to their distribution within Business that questions the meaning of Section 2(11) validity or enforceability of the Securities Act. Each Seller is an "accredited investor" as such term is defined Transaction Documents or the Contemplated Transactions or any action taken pursuant hereto or thereto in Rule 501(a) under the Securities Actany court or before or by any Governmental Entity.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, and all other documents to be delivered by Buyer at the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Closing (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of SellersBuyer, enforceable against Sellers Buyer in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents, except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions willby Buyer will give any Person the right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time):
the Contemplated Transactions pursuant to: (i) contravene, conflict with, or result in a violation of (A) any provision of the Buyer’s Organizational Documents of the Acquired Companies, or Documents; (Bii) any resolution adopted by the board of directors or the stockholders stockholder of Buyer; (iii) any Acquired Company;Legal Requirement or Order to which Buyer may be subject; or (iv) any Contract to which Buyer is a party or by which Buyer may be bound.
(iic) contravene, conflict with, Buyer is not and will not be required to obtain any Consent from any Person in connection with the execution and delivery of this Agreement or result in a violation of, the consummation or give any Governmental Body or other Person the right to challenge performance of any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;Transactions.
(iiid) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 4.2(d) of the Disclosure LetterSchedule, no Seller or Acquired Company Buyer is or not nor will it be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Sellers and the Company enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, the Employment Agreements and the Noncompetition Lease Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers them in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 ss.3.2(b) of the Sellers' Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company Sellers, or either Sellerthe Company, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired by the Company;
(iv) cause Buyer or any Acquired Company to become subject tothe Knowledge of Sellers, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(viv) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;
(vi) violate any applicable law, rule, regulation, judgment, injunction, order or decree or alter or violate or impair any license, franchise, permit or other similar authorization held by the Company;
(vii) require any consent or other action by any Person under, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Sellers or the Company to a loss of any benefit to which the Company is entitled under, any agreement, contract, lease, license, instrument or other arrangement binding upon the Company or its properties or assets (any such event being a "Contract Termination"); or
(viiviii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. .
(c) Except as set forth in Part 3.2 ss.3.2(c) of the Sellers' Disclosure LetterSchedule, no Seller or Acquired neither the Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(cd) The Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBSD, enforceable against Sellers BSD in accordance with its terms. Upon the execution and delivery by Sellers BSD of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, this Agreement and the Noncompetition Agreements all agreements contemplated herein to which BSD are a party (collectively, the "Sellers' BSD Closing Documents"), this Agreement and the Sellers' BSD Closing Documents will constitute the legal, valid, and binding obligations of SellersBSD, enforceable against Sellers BSD in accordance with their respective termsterms except as such enforcement is limited by bankruptcy, insolvency, or other laws affecting creditors' rights generally. Sellers have BSD has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' BSD Closing Documents and to perform their its obligations under this Agreement and the Sellers' BSD Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesBSD, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired CompanyBSD;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerBSD, or any of the assets owned or used by any Acquired CompanyBSD, may be subject;
(iii) contravene, conflict with, or result in a violation of of, any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company BSD or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanyBSD;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. BSD.
(c) Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company BSD is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Assuming the due authorization, execution and delivery of this Agreement by Parent, this Agreement constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against Sellers the Company in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Sellers Each of the Escrow Agreementagreements, documents and instruments executed by the Employment Agreements, Company and delivered at the Sellers' Releases, and the Noncompetition Agreements Closing pursuant to Section 1.8(a) of this Agreement (collectively, the "Sellers' “Company's Closing Documents"), the Sellers' Closing Documents will constitute ”) constitutes the legal, valid, and binding obligations obligation of Sellersthe Company, enforceable against Sellers the Company in accordance with their its respective terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors' rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Sellers have the absolute The Company has all requisite power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Company's Closing Documents Documents. The execution and to perform their obligations under delivery of this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 consummation of the Disclosure Lettertransactions contemplated hereby have been duly and validly authorized and approved by the Company and its Shareholders and no other action on the part of the Company or its Shareholders, neither respectively, is necessary to authorize the execution and delivery of this Agreement and the Company's Closing Documents by the Company or the consummation of the transactions contemplated hereby or thereby.
(b) Neither the execution and delivery of this Agreement and the Company's Closing Documents by the Company nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby or thereby by the Company will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents organizational documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Requirement, or any Order of any Governmental Authority, to which any Acquired the Company or either Seller, or any of the assets owned or used by any Acquired Company, may be is subject;
; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body Authority the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
; (iv) cause Buyer or breach any Acquired Company to become subject to, or to become liable for the payment provision of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any right or remedy under, or to accelerate the maturity or performance ofof or payment under, or to cancel, terminate, or modifymodify any, any Applicable Material Company Contract; or
or (viiv) result in the creation or imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company.
(c) The Company is or not and will not be required to give any notice to or obtain any Consent consent or approval from (i) any Person Governmental Authority or other Person, or (ii) any party to any Material Company Contract in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring transactions contemplated hereby, other than the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) filing of the Securities Act. Each Seller is an "accredited investor" as such term is defined Articles of Merger and Plan of Merger in Rule 501(a) under accordance with the Securities requirements of the Act.
Appears in 1 contract
Samples: Merger Agreement (Luminex Corp)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of each of Sellers, enforceable against each of Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Agreement and the Noncompetition Agreements Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of each of Sellers, enforceable against each of Sellers in accordance with their respective terms. Each of Sellers have has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their its obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 3.2(b) of the Disclosure Letter, neither the execution and nor delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions willby any of Sellers, directly or indirectly (with or without notice or lapse of time):) will:
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companiesany of Sellers, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Companyof Sellers;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any of Sellers or the Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, Assets may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or any Acquired Company of its Subsidiaries or that otherwise relates to the business of, Business or any of the assets owned or used by, any Acquired CompanyAssets;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Assets.
(c) Except as set forth in Part 3.2 3.2(c) of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring , except where the Promissory Notes for their own account and failure to give notice or to obtain any Consent would not with a view to their distribution within affect the meaning of Section 2(11) ability of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under parties to this Agreement to consummate the Securities ActContemplated Transactions.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Seller enforceable against Sellers such Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditor’s rights generally, and by general equitable principles. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment AgreementsSellers’ Releases, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents ’ Releases will constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and to perform such Seller’s obligations under this Agreement. The Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver the Sellers' Closing Documents ’ Releases and to perform their such Seller’s obligations under this Agreement and the Sellers' Closing Documents’ Releases.
(b) Except as set forth in Part 3.2 3A.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, such Seller may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 3A.2 of the Disclosure Letter, no such Seller or Acquired Company is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) Such Seller has all necessary power and authority to execute and deliver this Agreement and each instrument required by this Agreement to be executed and delivered by the Seller at the Closing and to perform its obligations under this Agreement and thereunder and to consummate the Transactions. The execution, delivery and performance by such Seller of this Agreement and each instrument required by this Agreement to be executed and delivered by such Seller at the Closing and the consummation by such Seller of the Transactions have been duly and validly authorized by all necessary action by such Seller, and no other proceedings on the part of such Seller are necessary to authorize such Seller’s entry into this Agreement or any instrument required by this Agreement to be executed and delivered by such Seller at the Closing or to consummate the Transactions.
(b) This Agreement has been, and each instrument required by this Agreement to be executed and delivered by such Seller at the Closing will be, duly and validly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by Purchaser, the Company, the other Sellers and the Sellers’ Representative, constitutes the a legal, valid, and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms. Upon , subject to bankruptcy, insolvency, reorganization or similar Legal Requirements of general application affecting the execution rights and delivery by Sellers remedies of the Escrow Agreement, the Employment Agreements, the Sellers' Releasescreditors, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documentsgeneral equity principles.
(bc) Except as set forth in Part 3.2 None of the Disclosure Letter, neither the execution and delivery of this Agreement nor by such Seller and each instrument required by this Agreement to be executed and delivered by such Seller at the Closing, the compliance by such Seller with the provisions of this Agreement and each instrument required by this Agreement to be executed and delivered by such Seller at the Closing, the consummation or performance of any of the Contemplated Transactions willcontemplated by this Agreement or thereby will (i) conflict with or violate the Trust Deeds or the Company Organizational Documents or require any consent thereunder, directly or indirectly (ii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time):
(itime or both) contravenea default under, conflict withresult in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders loss of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person benefit to which the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief Company is entitled under, any Legal Requirement judgment, court order or consent decree or any Order Material Contract, in each case as would reasonably be expected to which any Acquired be material to the Company or either Sellerthe Company Subsidiaries, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the creation or imposition or creation of any Encumb rance Lien (other than Permitted Liens) upon or with respect to any assets of the assets owned Company or used by any Acquired Company. Except as set forth Shares or (iv) violate any Legal Requirement applicable to the Company in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsmaterial respect.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) a. This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its their terms. Upon the execution and delivery by Sellers of all of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements documents required to be delivered in Section 7.4 herein (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) b. Except as set forth in Part 3.2 of Schedule 3.2, the Disclosure Letterexecution, neither the execution delivery, and delivery performance of this Agreement nor and of the Exhibits hereto and the consummation or performance of any of the Contemplated Transactions will, directly or indirectly transactions contemplated hereby and thereby will not violate (with or without the giving of notice or the lapse of time):
(i, or both) contraveneor require any registration, qualification, consent, approval, or filing under, any Legal Requirement. Except as set forth in Schedule 3.2, the execution, delivery, and performance of this Agreement and the Exhibits hereto and the consummation of the transactions contemplated hereby and thereby will not conflict with, require any consent or approval under, result in the breach or termination of any provision of, constitute a default under, result in the acceleration of the performance of either Acquired Company's obligations under, or result in a violation the creation of any Encumbrance upon, any of either Acquired Company's properties, assets, or businesses pursuant to (Ai) any provision of the Organizational Documents of the Acquired Companies, Companies or (B) any resolution adopted by the board of directors or the stockholders of any either Acquired Company;
; (ii) contraveneany indentures, conflict withmortgage, deed of trust, license, permit, franchise, lease, permit, franchise, lease, Contract, or result in other instrument or agreement to which either Acquired Company is a violation ofparty, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or (iii) any Order to by which any either Acquired Company or either Seller, or any of the its assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that properties is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Companybound. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 4.2 attached hereto and made a part hereof, no Seller or Acquired Company is or Sellers are not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated under this Agreement.
(c) Sellers x. Xxxxxxx are acquiring the Promissory Notes Common Stock for investment purposes, for their own account and not with a view to their distribution within with the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Acquisition Agreement (Carnegie International Corp)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyers, enforceable against Sellers each of them in accordance with its terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. Upon the execution and delivery by Sellers Buyers of the Escrow Assignment and Assumption Agreement, the Employment Agreements, the Sellers' ReleasesAgreement, and the Noncompetition Agreements each other agreement to be executed or delivered by Buyers at Closing (collectively, the "SellersBuyers' Closing Documents"), each of the SellersBuyers' Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Sellersthe Buyers that are parties thereto , enforceable against Sellers any such Buyer in accordance with their its respective terms, except as such enforceability may be limited by the availability of equitable remedies or defenses and by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally. Sellers have Each Buyer has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the SellersBuyers' Closing Documents to which such Buyer is a party, and to perform their its respective obligations under this Agreement and the SellersBuyers' Closing DocumentsDocuments to which such Buyer is a party, and such action has been duly authorized by all necessary corporate action.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyers nor the consummation or performance of any of the Contemplated Transactions willby Buyers will give any Person the right to prevent, directly delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to:
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Governing Documents of the Acquired Companies, or either Buyer;
(Bii) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subjectBuyers;
(iii) contravene, conflict with, any Law or result in a violation of any of the terms or requirements of, or give any Governmental Body the right Order to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;which either Buyer may be subject; or
(iv) cause any Contract to which either Buyer is a party or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;by which either Buyer may be bound.
(vc) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company Buyers is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cti Molecular Imaging Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of the Sellers, enforceable against Sellers in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyances and other similar laws of general application affecting the rights of creditors and (ii) applicable laws and regulations and principles of equity which may restrict the enforcement of certain remedies or the availability of certain equitable remedies. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, and the Sellers' Releases, and the Noncompetition Agreements Releases (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellersthe Sellers which are parties thereto, enforceable against Sellers in accordance with their respective terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyances and other similar laws of general application affecting the rights of creditors and (ii) applicable laws and regulations and principles of equity which may restrict the enforcement of certain remedies or the availability of certain equitable remedies. The Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing DocumentsDocuments to which they are parties.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompanies or VetMall, LLC, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired CompanyCompany or the managing members of VetMall, LLC;
(ii) contravenecontravene in any material respect, conflict in any material respect with, or result in a material violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company Company, VetMall, LLC, or either any Seller, or any of the assets owned or used by any Acquired CompanyCompany or by VetMall, LLC at the Conversion, may be subject;
(iii) contravenecontravene in any material respect, conflict in any material respect with, or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or was held by VetMall, LLC at the Conversion, or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company, which revocation, withdrawal, suspension, cancellation, termination or modification would have a material adverse effect on such entity;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any TaxTax (other than an excise tax on the Contemplated Transactions);
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract or any agreement to which VetMall, LLC was a party immediately prior to the Conversion, which declaration, exercise, cancellation, termination or modification would have a material adverse effect on it; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired CompanyCompany or owned or used by VetMall, LLC at the Conversion. Except as set forth in Part 3.2 of the Disclosure LetterNo Seller, no Seller or Acquired Company or VetMall, LLC is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Drugmax Com Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the SellersMembers' Releases, Agreement and the Noncompetition Agreements Operating Agreement and such other written assurances as BacTech reasonably requests Seller execute and deliver (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their its obligations under this Agreement and the Sellers' Seller's Closing Documents. Each of this Agreement, the Members' Agreement and Operating Agreement and the Seller's Closing Documents required to be delivered by the Sellers at Closing has been duly authorized by the Seller.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or any Seller; (B) any resolution adopted by the board of directors general partner or the stockholders limited partners of TSVLP; or (C) any Acquired Companyresolution adopted by the managers or the members of TSLLC;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body governmental body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order order to which any Acquired Company or either SellerSellers, or any of the assets owned or used by any Acquired Companythe Seller, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company the Seller or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Companya Seller;
(iv) cause Buyer BacTech or any Acquired Company Seller to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company the Seller to be reassessed or revalued by any taxing authority or other Governmental Bodygovernmental body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance encumbrance upon or with respect to any of the assets owned or used by any Acquired Companythe Seller. Except as set forth in Part 3.2 of the Disclosure Letter, no The Seller or Acquired Company is not or will not be required to give any notice (except the designation to governmental authorities of the new Responsible Person as required regarding environmental regulations) to or obtain any Consent approval or consent from any Person or file with any governmental entity, regulatory body, court or other Person in connection with the execution and execution, delivery or performance of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (U S Gold Corp)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerseach of the Company and the Scadrons, enforceable against Sellers each of them, respectively, in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Company and the Noncompetition Agreements Scadrons, as applicable, of any documents to be executed at Closing pursuant to this Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' such Closing Documents will constitute the legal, valid, and binding obligations of Sellerseach of the Company and the Scadrons, as applicable, enforceable against Sellers each of them in accordance with their respective terms. Sellers have Each of the Company and the Scadrons has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents to which each is a party and to perform their its or his obligations under thereunder. The execution, delivery and performance of this Agreement and has been specifically authorized by the Sellers' Closing DocumentsPartners of the Company.
(b) Except as set forth on the MDS or in Part 3.2 of the Disclosure LetterSchedule, neither the execution and delivery by the Company and the Scadrons of this Agreement nor the consummation or performance by the Company and the Scadrons of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time)::
(i) contravene, conflict with, violate or result in a violation breach of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any Partners of the Contemplated Transactions or to exercise any remedy or obtain any relief under, Company; (B) any Legal Requirement or any Order to which any Acquired the Company or either Seller, the Scadrons or any of the assets owned Purchased Assets or used by any Acquired Company, Real Property may be subject;
; (iiiC) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or the Scadrons or that otherwise relates to the Purchased Assets or Real Property or the business of, associated therewith; or (D) any of material Contract to which the assets owned Company or used by, any Acquired Company;the Scadrons is a party or by which the Company or the Scadrons may be bound; or
(ivA) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any taxes in Illinois arising from the transfer of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
Purchased Assets; (viB) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractinterest or rights of Seller in or to the Purchased Assets or the Real Property; or
or (viiC) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned Purchased Assets or used by any Acquired Companythe Real Property. Except as set forth on the MDS or in Part 3.2 of the Disclosure LetterSchedule and in Section 5.9, no Seller or Acquired neither the Company nor any of the Scadrons is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions. None of the representations in this Section 3.2(b) shall be deemed to apply to Consents to the transfer of any Advertising Services Agreements pursuant to this Agreement .
(c) Sellers are acquiring None of the Promissory Notes for their own account and not with Scadrons nor the Company is a view to their distribution person (or included in a person), that has total assets of $10 million or more or annual net sales of $10 million or more, within the meaning of Section 2(11) of of, and as determined in accordance with, the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities HSR Act.
Appears in 1 contract
Authority; No Conflict. (a) Buyer has full corporate power and authority to enter into this Agreement and to consummate the Contemplated Transactions and otherwise carry out its obligations hereunder. This Agreement constitutes and the legalconsummation of the Contemplated Transactions have been duly authorized, valid, executed and delivered by Buyer and constitute valid and legally binding obligation obligations of SellersBuyer, enforceable against Sellers in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights and rules of law governing specific performance, injunctive relief and other equitable remedies. Upon Buyer has obtained all necessary corporate and shareholder authorizations and approvals required for the execution and delivery by Sellers of the Escrow this Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, consummation of the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing DocumentsContemplated Transactions.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSCHEDULE 3.2, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time)::
(i) contravenegive any Person the right to prevent, conflict withdelay, or result in a violation otherwise interfere with any of the Contemplated Transactions pursuant to:
(A1) any provision of the Buyer's Organizational Documents of the Acquired Companies, or Documents;
(B2) any resolution adopted by the board of directors or the stockholders shareholders of Buyer;
(3) any Acquired CompanyLegal Requirement or Order to which Buyer may be subject or by which any of its assets or properties may be bound or affected; or
(4) any Contract to which Buyer is a party or by which Buyer may be bound or by which any of its assets or properties may be bound or affected;
(ii) contravenewith or without the giving of notice or the lapse of time or both, violate, conflict with, or result in or constitute a violation ofbreach of or default under, or give any Governmental Body constitute an event permitting modification, amendment or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict withtermination of, or result in a violation any acceleration of or increase in any payment required by, or in the loss, revocation, impairment, suspension or forfeiture of any rights, privileges or benefits of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict withBuyer, or result in a violation the creation or breach imposition of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the respective properties, assets owned or used businesses of any of Buyer under, any Organizational Document, Contract, Order or Legal Requirement to which Buyer is a party or by which Buyer or any Acquired Companyof its assets or properties may be bound or affected; except for any of the foregoing matters in this clause (ii) that are not individually or in the aggregate reasonably likely to result in a Material Adverse Change to Buyer. Except as set forth in Part 3.2 of the Disclosure LetterSCHEDULE 3.2, no Seller or Acquired Company Buyer is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Toro Co)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, Fischer and the Shareholder, enforceable against Sellers each of them in accordance axxxxxxxce with its terms. Upon the execution and delivery by Sellers Seller, Fischer and the Shareholder of each of the Escrow Agreementdocuments and instruxxxxx to be executed and delivered by Seller, the Employment Agreements, the Sellers' Releases, Fischer and the Noncompetition Agreements Shareholder at Closing pursuant to SECTION 1.7(A) (collectivelyxxxxectively, the "Sellers' Closing DocumentsSELLER'S CLOSING DOCUMENTS"), the Sellers' each of Seller's Closing Documents will constitute the legal, valid, and binding obligations obligation of Sellerseach of Seller, Fischer and the Shareholder a party thereto, enforceable against Sellers againsx xxxx of them in accordance with their respective terms. Sellers have Seller has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their its obligations under this Agreement and the Sellers' Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Fischer and the Shareholder have all necessary legal capacity to xxxxx into this Agreement and the Seller's Closing Documents to which such person is a party and to perform his obligations hereunder and thereunder.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly transactions contemplated hereby will (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of any of the Organizational Governing Documents of the Acquired CompaniesSeller, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(aSECTION 2.11(A) under the Securities Act.below) or Order (as defined in
Appears in 1 contract
Samples: Asset Purchase Agreement (Creative Solutions With Art, Inc.)
Authority; No Conflict. (a) The execution, delivery and performance of this Agreement by Seller and Xxxxx have been duly authorized by all necessary action of Seller and Xxxxx. This Agreement has been duly executed and delivered by Seller and Shareholder and constitutes the legal, valid, valid and binding obligation of SellersSeller and Shareholder, enforceable against Sellers Seller and Shareholder in accordance with its termsterms except as enforceability may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors rights generally or by general principles of equity. Upon the execution and delivery by Sellers Seller and Shareholder of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, this Agreement and the Noncompetition Agreements other documents entered into in connection herewith with the acquisition contemplated hereby (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, valid and binding obligations of SellersSeller and Shareholder, enforceable against Sellers Seller and Shareholder, as the case may be, in accordance with their respective terms, except as enforceability may be limited by any applicable bankruptcy, reorganization, insolvency or other laws affecting creditors rights generally or by general principles of equity. Sellers Seller and the Shareholder have the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their respective obligations under this Agreement hereunder and the Sellers' Closing Documentsthereunder.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesSeller, or (B) any resolution adopted by the board of directors or the stockholders Shareholder of any Acquired CompanySeller;
(ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, Shareholder, or any of the assets owned or used by any Acquired Company, Assets may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company Seller or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanyBusiness;
(iv) cause Buyer PRG, solely as a result of its acquisition of Seller pursuant to this Agreement or any Acquired Company Seller to become subject to, or to become liable for the payment of, any transfer or similar Tax;
(v) cause violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of, any other Person under, (a) any existing law, ordinance, or governmental rule or regulation to which Seller or any Shareholder is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Seller or any Shareholder or (c) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which Seller or any Shareholder is a party, by which Seller or any Shareholder may have rights or by which any of the assets owned by Assets may be bound or affected, or give any Acquired Company party with rights thereunder the right to be reassessed terminate, modify, accelerate or revalued by otherwise change the existing rights or obligations of Seller or any taxing authority Shareholder thereunder, in each case where such violation, conflict or other Governmental Body;breach would have a Material Adverse Effect.
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired CompanyAssets. Except as set forth in Part 3.2 of the Disclosure LetterSchedule, no Shareholder or Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Authority; No Conflict. Consents and Approvals ----------------------------------------------
3.2.1. Each of this Agreement, the Addtional Purchase Obligation Agreement, the Addtional Purchase Obligations, the Escrow Agreement and the Foundry Agreement (athe "Executed Transaction Documents") This Agreement has been duly authorized, executed and delivered by the Company (subject, with respect to the increase in the Company's registered share capital and issuance of the Shares and the Addtional Purchase Obligation Shares, to receipt of shareholder approval by Closing) and, assuming the due execution and delivery hereof and thereof by Buyer, constitutes the legal, valid, and binding obligation of Sellersthe Company, enforceable against Sellers the Company in accordance with its terms. Upon the execution and delivery by Sellers the Company of the Escrow AgreementTransaction Documents and the other Ancillary Agreements (where applicable), and assuming the due execution and delivery thereof by the other parties thereto, the Employment Agreements, the Sellers' Releases, Transaction Documents and the Noncompetition other Ancillary Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents where applicable) will constitute the legal, valid, and binding obligations of Sellersthe Company, enforceable against Sellers the Company in accordance with their respective terms. Sellers have The Company has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Transaction Documents and the other Ancillary Agreements (where applicable) and to perform their its obligations under this Agreement Agreement, the Transaction Documents and the Sellers' Closing Documentsother Ancillary Agreements (where applicable) (subject, with respect to the issuance of the Shares and the Addtional Purchase Obligation Shares, to receipt of Company shareholder approval by Closing) and has taken all corporate action necessary to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder.
(b) 3.2.2. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 3.2, neither the execution and delivery of this Agreement Agreement, any of the Transaction Documents or any of the other Ancillary Documents nor the consummation or performance of any of the Contemplated Transactions foregoing is or will, directly or indirectly (with or without notice or lapse of time):
(i) 3.2.2.1. contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany or any Subsidiary, or (B) any resolution adopted by the board of directors or the stockholders shareholders of the Company or any Acquired Company;Subsidiary; or
(ii) 3.2.2.2. contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either Sellerany Subsidiary, or any of the assets owned or used by the Company or any Acquired CompanySubsidiary, may be subject;, the breach of or default under which could have a Material Adverse Effect or could materially adversely affect the consummation of the Contemplated Transactions; or
(iii) 3.2.2.3. contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, modify any Governmental Authorization that is held by the Company or any Acquired Company Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer the Company or any Acquired Company to become subject toSubsidiary, the effect of which would have a Material Adverse Effect or to become liable for materially adversely affect the payment of, any Tax;
(v) cause any consummation of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;Contemplated Transactions; or
(vi) 3.2.2.4. contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract, the effect of which could have a Material Adverse Effect or materially adversely affect the consummation of the Contemplated Transactions; or
(vii) 3.2.2.5. result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets Asset owned or used by the Company or any Acquired CompanySubsidiary, the effect of which could have a Material Adverse Effect or materially adversely affect the consummation of the Contemplated Transactions.
3.2.3. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 3.2.3, no Seller notice to, filing with or Acquired Company Consent from any Person or Governmental Body is or will be required to give any notice to be made or obtain any Consent from any Person obtained in connection with the execution and delivery of (i) this Agreement Agreement, (ii) the Transaction Documents, (iii) the Technology License Agreement, effective April 7, 2000 between the Company and Toshiba Corporation (the "Toshiba Agreement") and (iv) the Additional Incentive Plans (as defined in Section 7.14) or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby or thereby.
3.2.4. To the best knowledge of the Company and based on the Company's investigation as of the date hereof, except as set forth in Section 5.2 to the Business Plan and Schedule 3.2.3, no notice to, filing with or Consent from any Person or Governmental Body is or will be required to be made or obtained in connection with (a) the construction, deployment and operation of Fab 2 in accordance with the Business Plan, (b) the implementation of the Additional Financing Plan (as defined), provided that the representation made in this clause (b) is given to the actual Knowledge of the Company on the date hereof in respect of equity financings to be provided by Wafer Partners, and (c) Sellers are acquiring the Promissory Notes for their own account execution, delivery and not performance of the agreements entered into or to be entered into by the Company in connection therewith (such agreements, together with a view the agreements referred to their distribution within the meaning in clauses (i)-(iv) of Section 2(11) 3.2.3, the "Ancillary Agreements"), other than, in respect of each of the Securities Act. Each Seller is an "accredited investor" as such term is defined foregoing clauses, notices, filings or Consents, the failure of which to be made or obtained would not, individually or in Rule 501(a) under the Securities Actaggregate have a material adverse affect on the construction and operation of Fab 2.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth otherwise disclosed in Part 3.2 of the Disclosure Letter, neither the Corporation has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement nor by the Corporation and the consummation or performance of any by the Corporation of the Contemplated Transactions willtransactions contemplated by this Agreement have been duly authorized by the Board and, directly except as contemplated in Article 2, no other corporate proceedings on the part of the Corporation are necessary to authorize this Agreement or indirectly the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Corporation and constitutes a valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable Law relating to or affecting creditors’ rights generally and by general principles of equity. The execution and delivery by the Corporation of this Agreement, and the completion of the transactions contemplated hereby, will not:
(i) result (with or without notice or lapse the passage of time):
(i) contravenein a material violation, conflict withor breach of, or result constitute a material default under, in a violation respect of or require any material consent to be obtained under or give rise to any material third party right of termination, amendment, first refusal, shot-gun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of:
(A) the Corporation’s certificate of amalgamation, articles, by-laws, or other charter documents or any provision shareholders’ agreement of the Organizational Documents of the Acquired Companies, or Corporation;
(B) any resolution adopted by the board of directors or the stockholders order of any Acquired Companycourt or Governmental Entity or any applicable Laws (subject to obtaining the Regulatory Approvals from Governmental Entities referred to in paragraph (d) below);
(C) any Material Contract;
(ii) contravenegive rise to any right of termination, conflict withamendment, acceleration or cancellation of indebtedness of the Corporation, or result in a violation ofcause any such indebtedness to come due before its stated maturity, or give cause any Governmental Body or other Person the right to challenge any available credit of the Contemplated Transactions or Corporation to exercise any remedy or obtain any relief under, any Legal Requirement or any Order cease to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subjectavailable;
(iii) contravene, conflict with, or result in a violation give rise to any contractual obligation on the Corporation to make any “change of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the control” payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractsuch similar payment; or
(viiiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any assets of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure LetterCorporation, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsexcept for Permitted Encumbrances.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) The execution, delivery and performance of this Agreement by SPL and Sellers have been duly authorized by all necessary action of SPL and Sellers. This Agreement has been duly executed and delivered by SPL and Sellers and constitutes the legal, valid, valid and binding obligation of SPL and Sellers, enforceable against SPL and Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, this Agreement and the Noncompetition Agreements other documents entered into in connection herewith with the acquisition contemplated hereby (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. SPL and Sellers have the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 2.2 of the Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesSPL, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired CompanySPL;
(ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerSPL, Sellers, or any of the assets owned or used by any Acquired Company, SPL or Sellers may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company SPL or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanySPL or Seller;
(iv) cause Buyer PRG, solely as a result of its acquisition of SPL pursuant to this Agreement or any Acquired Company SPL to become subject to, or to become liable for the payment of, any transfer or similar Tax;
(v) cause violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of, any other Person under, (a) any existing law, ordinance, or governmental rule or regulation to which SPL or any Seller is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to SPL or any Seller or (c) any mortgage, indenture, agreement, contract, commitment, lease, plan, authorization, or other instrument, document or understanding, oral or written, to which SPL or any Seller is a party, by which SPL or any Seller may have rights or by which any of the assets owned by SPL may be bound or affected, or give any Acquired Company party with rights thereunder the right to be reassessed terminate, modify, accelerate or revalued by otherwise change the existing rights or obligations of SPL or any taxing authority Seller thereunder, in each case where such violation, conflict or other Governmental Body;breach has had a Material Adverse Effect.
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by SPL, except any Acquired CompanyEncumbrance created as a result of the acquisition of SPL pursuant to this Agreement. Except as set forth in Part 3.2 2.2 of the Disclosure LetterSchedule, no Seller or Acquired Company SPL is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Acquisition Agreement (Production Resource Group LLC)
Authority; No Conflict. (a) This The Employment Agreement constitutes (if executed by such Seller), the legalConsulting Agreement (if executed by such Seller), validsuch Seller's Release, the Noncompetition Agreement (if executed by such Seller), such Seller's endorsement of the certificates evidencing the Shares (or the executed stock power accompanying such certificates) and the Escrow Agreement (if executed by such Seller), and binding obligation each other agreement, certificate or document executed by or on behalf of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution such Seller and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements delivered to Buyer pursuant to this Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Closing Documents will ) and this Agreement constitute the legal, valid, valid and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms. Sellers have The Seller has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their the Seller's obligations under this Agreement and the Sellers' Seller's Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board Board of directors Directors or the stockholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Sellerthe Company, or any of the assets owned or used by the Company, or any Acquired CompanySeller, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company, except to the extent that the same results from (A) any Acquired Companyconflict of interest between Buyer and any Governmental Body, or (ii) Buyer's lack of any necessary security clearances;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any Tax;
(v) to Sellers' Knowledge, cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) to Sellers' Knowledge, contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Company Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired neither Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring transactions contemplated hereby. Notwithstanding any other provision of this Agreement, after consultation with the Promissory Notes for their own account and not with a view Buyer, the Company agrees to their distribution within give written notice before Closing to all Persons set forth in Part 3.2 of the meaning of Section 2(11Disclosure Letter, excluding any Persons that require notification under Part 3.2(b)(iii) of the Securities Act. Each Seller is an Disclosure Letter (the "accredited investor" as such term is defined in Rule 501(a) under the Securities ActNotices").
Appears in 1 contract
Samples: Stock Purchase Agreement (Edo Corp)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesRelease, and the Consulting and Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either Seller, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any TaxTax other than taxes Sellers will be required to pay pursuant to any Tax Return filed for the "S short year" described in Section 3.11(e);
(v) cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. Except as set forth in Part 3.2 of the Disclosure LetterSchedule, no neither any Seller or Acquired nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes Stock Consideration for their own account accounts and not with a view to their the distribution thereof within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement The execution, delivery and performance by the Company of the Transaction Agreements and the consummation by the Company of the transactions contemplated thereby, including, without limitation, the adoption and filing of the Certificate, have been duly authorized by all necessary corporate and stockholder action. The Transaction Agreements have each been duly executed and delivered by the Company and each constitutes the legal, valid, a valid and binding obligation of Sellers, the Company enforceable against Sellers in accordance with its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. Upon the The execution and delivery by Sellers of the Escrow AgreementTransaction Agreements and the performance by the Company of the transactions contemplated thereby (including, without limitation, the Employment Agreementsadoption and filing of the Certificate) and compliance with their respective provisions by the Company will not (a) conflict with or violate any provision of the Certificate of Incorporation or By-laws of the Company, (b) require on the Sellers' Releasespart of the Company any filing with, and or any permit, authorization, consent or approval of, any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency (each of the Noncompetition Agreements (collectively, the foregoing is hereafter referred to as a "Sellers' Closing DocumentsGovernmental Entity"), the Sellers' Closing Documents will (c) conflict with, result in a breach of, constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without due notice or lapse of time):
(itime or both) contravenea default under, conflict withresult in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest (as defined below) or other arrangement to which the Company is a party or by which the Company is bound or to which its assets are subject, other than any of the foregoing events listed in this clause (c) which do not and will not, individually or in the aggregate, result in a violation of Company Material Adverse Effect, (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viid) result in the imposition or creation of any Encumb rance Security Interest upon any assets of the Company or with respect (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any of the assets owned its properties or used by any Acquired Companyassets. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery For purposes of this Agreement Agreement, "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge, or the consummation other lien (whether arising by contract or performance by operation of any of the Contemplated Transactionslaw).
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Series F Subscription Agreement (Edison Schools Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller and the Acquired Companies, enforceable against Sellers Seller and the Acquired Companies in accordance with its termsterms subject to bankruptcy, insolvency or other laws affecting the rights of creditors generally. Upon the execution and delivery by Sellers Seller of the Escrow Employment Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents Agreement will constitute the legal, valid, and binding obligations of Sellers, Seller enforceable against Sellers Seller in accordance with their its respective terms. Sellers Seller and the Acquired Companies have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement Agreement. The Seller and the Sellers' Closing DocumentsAcquired Companies have approved this Agreement under applicable state corporate law provisions, and such approval is binding.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any material remedy or obtain any material relief under, any Legal Requirement or any Order to which any the Acquired Company Companies or either Seller, or any of the assets owned or used by any the Acquired CompanyCompanies, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, of any Taxtax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Applicable Contract; or
(viivi) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the material assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no neither Seller or an Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersXxxxx, enforceable against Sellers Buyer in accordance with its termsteams. Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, the Employment Agreements, the Sellers' ’ Releases, the Consulting Agreement and the Noncompetition Agreements Stock Pledge Agreement (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of SellersBuyer, enforceable against Sellers Buyer in accordance with their respective termsterms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) to the extent the indemnification provisions and the choice of law provisions contained in the Sellers’ Closing Documents may be limited by applicable laws. Sellers have Buyer has the absolute and unrestricted right, power, authority, right power and capacity authority to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyer; nor the consummation or performance of any of the Contemplated Transactions by Buyer will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any material provision of the Buyer’s Organizational Documents of the Acquired CompaniesDocuments, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired CompanyBuyer;
(ii) contravene, conflict with, or result in a violation of, of or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any material Legal Requirement or any material Order to which any Acquired Company or either Sellerthe Buyer, or any of the assets owned or used by any Acquired Companythe Buyer, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms teens or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanyBuyer;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any material amount of Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Escrow AgreementInvestment Letter, the Employment Agreements, the Sellers' Releases, Agreements and the Noncompetition Agreements each other agreement to be executed or delivered by Buyer at Closing (collectively, the "Sellers' “Buyer’s Closing Documents"”), each of the Sellers' Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with their its respective termsterms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in law or in equity). Sellers have Buyer has the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions willtransactions contemplated herein by Buyer will give any Person the right to prevent, directly delay or indirectly (otherwise interfere with or without notice or lapse any of time):
the transactions contemplated herein pursuant to: (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or Buyer’s Governing Documents; (Bii) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
Buyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, Buyer may be subject;
(iii) contravene, conflict with, ; or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause any Contract to which Buyer is a party or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to which Buyer may be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Companybound. Except as set forth in Part 3.2 Section 5.2 of the Disclosure LetterSchedule, no Seller or Acquired Company Buyer is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated herein.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, this Agreement and the Noncompetition Agreements all documents to be executed herewith (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations obligation of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions transactions contemplated thereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) to the actual knowledge of Sellers, contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business ofactual knowledge of Sellers, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; provided, however, that no warranty or representation is given regarding the rights of Union Bank of California to accelerate the payment of the obligations of the Company upon the Closing of this Agreement; or
(viiiv) to the actual knowledge of Sellers, result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no No Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution execution, delivery and delivery performance of this Agreement or the consummation or performance of any of the Contemplated TransactionsAgreement.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Home Solutions of America Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements other Transaction Documents to which the Shareholders or the Seller is a party (collectively, the "Sellers' Seller's Closing Documents")) have been duly authorized, executed and delivered by the Sellers' Closing Documents will Shareholder and the Seller, to the extent that they are a party thereto, and constitute the legal, valid, and binding obligations of Sellersthe Shareholders and/or the Seller, as the case may be, enforceable against Sellers the Shareholder and/or the Seller in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Sellers The Shareholders and the Seller have the absolute and unrestricted right, all requisite power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Seller's Closing DocumentsDocuments to which each is a party.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 5.2, neither the execution and delivery of this Agreement and the Seller's Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, Seller or (B) any resolution adopted by the board of directors of the Seller or the stockholders shareholders or other equity owners of any Acquired Companythe Seller;
(ii) to the Knowledge of the Shareholders, contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, the Seller or any of the assets owned or used by any Acquired Companythe Seller, may be subject;
(iii) to the Knowledge of the Shareholders, contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired Company the Seller or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Subject Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viiiv) result in the imposition or creation of any Encumb rance Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the assets owned or used by any Acquired CompanyAssets Purchased. Except To the Knowledge of the Shareholders, except as set forth in Part 3.2 of Schedule 5.2, the Disclosure LetterSeller is not, no Seller or Acquired Company is or nor will be be, required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (Corporate Staffing Resources Inc)
Authority; No Conflict. (a) All corporate and stockholder acts and other proceedings required to be taken by each of the Sellers to authorize the execution, delivery and performance of this Agreement and the consummation of the Contemplated Transactions have been duly and properly taken. This Agreement constitutes constitutes, and the Escrow Agreement, the Xxxx of Sale and executed instruments of assignment of the Assigned Contracts and the AT&T Account and the Noncompetition Agreements at the Closing will constitute, the legal, valid, and binding obligation of Sellersthe Sellers to which each is a party, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers each of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers them in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, or similar laws affecting creditor's rights generally and by general equitable principles (whether considered in a proceeding at equity or at law) and implied covenants of good faith and fair dealing. The Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Seller's Closing Documents. The Stockholders of Leap are not required to vote in favor of the Contemplated Transactions, in order for Leap or any of the Sellers to fulfill their respective obligations hereunder or in connection with the Contemplated Transactions.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement or any other documents executed by any of the Sellers in connection herewith, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):indirectly:
(i) contravene, conflict with, or result in (with or without notice or lapse of time) a violation or breach of (A) any provision of the Organizational Documents of the Acquired CompaniesSellers, or (B) any resolution adopted by the board respective boards of directors or the stockholders shareholders of the Sellers, (C) any Acquired Company;
(ii) contravene, conflict withLegal Requirement or any Order to which the Sellers, or result in a violation ofany of the assets owned or used by them, may be subject, or give any Governmental Body or other Person the right (with or without notice or lapse of time) to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any such Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
Order; (iiiD) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right (with or without notice or lapse of time) to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company the Sellers or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject toby the Sellers, or to become liable for the payment of, (E) any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right (with or without notice or lapse of time) to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or;
(viiii) cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(iii) result in (with or without notice or lapse of time) the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 the Sellers; or
(iv) require the giving of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance obtaining of any consent of the Contemplated Transactionsany Person.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, Instruments of Conveyance and any other documents executed and delivered by Buyer at the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Closing (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will shall constitute the legal, valid, and binding obligations of Sellers, Buyer enforceable against Sellers Buyer in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents Documents, and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents.
(b) Except as set forth in disclosed to Seller on Part 3.2 4.02 of the Buyer’s Disclosure LetterSchedule, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or shall give any Person the right to declare a default or exercise any remedy underprevent, delay, or to accelerate otherwise interfere with any of the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; orContemplated Transactions.
(viic) result in the imposition or creation of any Encumb rance upon or Except with respect to any MMS assignment approvals, or as disclosed to Seller on Part 4.02 of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Buyer’s Disclosure LetterSchedule, no Seller or Acquired Company Buyer is or will not and shall not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(cd) Sellers are acquiring Buyer is or by the Promissory Notes for their Intended Closing Date will be qualified with the MMS to own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities ActAssets.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Buyer's Closing Documents"), the Sellers' Buyer's Closing Documents will constitute the legal, valid, and binding obligations of SellersBuyer, enforceable against Sellers Buyer, in accordance with their respective terms. Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Buyer's Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer's Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 4.3, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions willby Buyer will give any Person the right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to:
(i) contravene, conflict with, or result in a violation of (A) any provision of the Buyer's Organizational Documents of the Acquired Companies, or Documents;
(Bii) any resolution adopted by the board of directors or the stockholders of any Acquired CompanyBuyer;
(iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Sellerthe Buyer, or any of the assets owned or used by any Acquired Companythe Buyer, may be subject;
(iiiiv) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company the Buyer or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Companythe Buyer;
(ivv) cause Buyer or any Acquired Company Cause the Shareholders to become subject to, or to become liable for the payment of, any Tax;
(v) cause any Tax other than taxes due on the income of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority Shareholders for dividends or other Governmental Bodydistributions from the Buyer on or after the Closing;
(vi) contravene, conflict with, any Legal Requirement or result in a violation or breach of any provisio n of, or give any Person the right Order to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractwhich Buyer may be subject; or
(vii) result in the imposition any Contract to which Buyer is a party or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Companywhich Buyer may be bound. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 4.3, no Seller or Acquired Company Buyer is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Sellers Non-Competition Agreements, as applicable (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement by the Sellers nor the consummation or performance of any of the Contemplated Transactions by the Sellers will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viiiii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired neither Sellers nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by the Sellers or the Company or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Upon the execution and delivery by Sellers Buyer of the Escrow Hill Employment Agreement and the Heidx Xxxloyment Agreement, the Hill Employment Agreements, the Sellers' Releases, Agreement and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents Heidx Xxxloyment Agreement will constitute the legal, valid, and binding obligations of SellersBuyer, enforceable against Sellers Buyer in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Sellers have the absolute and unrestricted Buyer has all corporate right, power, authority, and capacity authority to execute and deliver this Agreement, the Hill Employment Agreement and the Sellers' Closing Documents Heidx Xxxloyment Agreement and to perform their its obligations under this Agreement, the Hill Employment Agreement and the Sellers' Closing DocumentsHeidx Xxxloyment Agreement.
(b) Except as set forth in Part 3.2 4.2 of the Buyer's Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
Buyer; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerBuyer, or any of the assets owned or used by any Acquired CompanyBuyer, may be subject;
; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Insurance Permit or other Governmental Authorization that is held by any Acquired Company Buyer or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
Buyer; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
or (viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired CompanyBuyer. Except as set forth in Part 3.2 4.2 of the Buyer's Disclosure Letter, no Seller or Acquired Company Buyer is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the STOCK PURCHASE AGREEMENT 33 34 execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Sellerseach of Seller Parties, enforceable against Sellers each of Seller Parties in accordance with its terms. Upon the execution and delivery by Sellers or the Company, respectively, of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, each document or instrument to be executed or delivered by Sellers and the Noncompetition Agreements Company at Closing pursuant to Section 1.4(a) or any other provision of this Agreement (collectively, the "Sellers' “Seller Closing Documents"”), each of the Sellers' Seller Closing Documents will constitute the legal, valid, valid and binding obligations obligation of SellersSellers and the Company, as applicable, enforceable against Sellers and the Company, as applicable, in accordance with their respective its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally, (ii) general equitable principles and (iii) the discretion of courts in granting equitable remedies. The Company has all requisite corporate power and authority and Sellers have the absolute and unrestricted right, all requisite power, authorityauthority and capacity, and capacity to execute and deliver this Agreement and the Sellers' Seller Closing Documents and to perform their obligations under consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Company and the Sellers' Closing Documentsconsummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Company, and no other corporate action on the part of the Company is necessary to authorize the execution and delivery of this Agreement by the Company or the consummation of the transactions contemplated hereby.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 2.2(b), neither the execution and delivery of this Agreement by Seller Parties nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation violate the Articles of (A) any provision Incorporation or Bylaws of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, with or result in a violation ofviolate, or give any Governmental Body Authority or other Person the right to challenge any of the Contemplated Transactions transactions contemplated hereby or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerSeller Party, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for for, the payment of, of any TaxTax resulting from the transactions contemplated by this Agreement;
(viv) cause breach any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach provision of any provisio n ofApplicable Contract, or give any Person the right to declare a default or under, exercise any remedy under, or to accelerate the maturity or performance ofof or payment under, or to cancel, terminate, terminate or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Lien upon or with respect to any of the assets owned or used by any Acquired the Company. .
(c) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 2.2(c), no Seller or Acquired Company Selling Party is or will be required to give any notice to or obtain any Consent consent or approval from (i) any Person Governmental Authority, (ii) any party to any Applicable Contract, or (iii) any other Person, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) Buyer has the right, power, authority and capacity to execute and deliver this Agreement and the Ancillary Agreements to which Buyer is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations under this Agreement and the Ancillary Agreements to which Buyer is a party. This Agreement has been duly authorized and approved, executed and delivered by Buyer and constitutes the legal, valid, valid and binding obligation of SellersBuyer, enforceable against Sellers it in accordance with its terms. Upon the execution and delivery by Sellers Buyer of the Escrow AgreementAncillary Agreements to which Buyer is a party, the Employment Agreements, the Sellers' Releases, and the Noncompetition such Ancillary Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, valid and binding obligations of SellersBuyer, enforceable against Sellers it in accordance with their respective terms. Sellers have the absolute and unrestricted right, powerexcept (i) as such enforceability may be limited by bankruptcy, authorityinsolvency, reorganization or similar laws affecting creditors' rights generally, and capacity (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to execute and deliver this Agreement and the Sellers' Closing Documents equitable defenses and to perform their obligations under this Agreement and the Sellers' Closing Documentsdiscretion of the court before which any proceeding therefor may be brought.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor any Ancillary Agreement by Buyer nor the consummation or performance of any by Buyer of the Contemplated Transactions transactions contemplated hereby or thereby, including issuance of the Buyer Shares pursuant to this Agreement, will, directly or indirectly (with or without notice or lapse of timetime or both):
(i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of the Acquired CompaniesBuyer, or (B) any resolution adopted by the board of directors or the stockholders shareholders of Buyer, (C) any Acquired Companylegal requirement or any Order, award, decision, settlement or -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT - EXECUTION COPY PAGE 35 CCS TECHNOLOGY, INC. process to which Buyer or any of the assets or properties owned or used by it may be subject, or (D) any Governmental Permit held by Buyer, excluding from clauses (C) and (D) any contravention, conflict, violation or breach that would not, either individually or in the aggregate, have a Material Adverse Effect or materially impair or preclude the Buyer's ability to consummate the transactions contemplated hereby;
(ii) contravene, conflict with, or result in a violation ofbreach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit, or give require the consent or approval of or any notice to or filing with any third Person, under any material Contract to which Buyer is a party or by which its assets or properties are bound, or require the consent or approval of or any notice to or filing with any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order Authority to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or its assets or properties are subject except for any Acquired Company breaches, defaults, rights of termination, cancellation or acceleration, entitlements, consents, approvals, notices or filings that would not, either individually or in the aggregate, have a Material Adverse Effect or materially impair or preclude the Buyer's ability to become subject to, or to become liable for consummate the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contracttransactions contemplated hereby; or
(viiiii) result in the imposition or creation of any Encumb rance Encumbrance or Lien upon or with respect to any of the assets or properties owned or used by Buyer except for any Acquired Company. Except as set forth imposition or creation that would not, either individually or in Part 3.2 of the Disclosure Letteraggregate, no Seller have a Material Adverse Effect or Acquired Company is materially impair or will be required preclude the Buyer's ability to give any notice to or obtain any Consent from any Person in connection with consummate the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionstransactions contemplated hereby.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer and Parent, enforceable against Sellers Buyer and Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements each agreement to be executed or delivered by Buyer at Closing (collectively, the "Sellers' “Buyer’s Closing Documents"”), each of the Sellers' Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with their its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Sellers Buyer and Parent have the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their obligations under this Agreement and the Sellers' Buyer’s Closing Documents, including the authorization, issuance, sale and delivery of the Shares, and such action has been duly authorized by all necessary corporate action.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyer and Parent nor the consummation or performance of any of the Contemplated Transactions by Buyer and Parent will, directly or indirectly (indirectly, with or without notice or lapse of time)::
(i) contravene, conflict with, or result in a violation of (A) Breach any provision of the Organizational Documents of the Acquired Companies, Buyer’s or Parent’s Governing Documents;
(Bii) Breach any resolution adopted by the board of directors or the stockholders shareholders of any Acquired CompanyBuyer or Parent;
(iiiii) contravene, conflict with, or result in a violation of, To Buyer’s Knowledge and Parent’s Knowledge breach or give any Governmental Body or other Person the right to challenge Challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, under any Legal Requirement Requirement, Governmental Authorization, or any Order to which any Acquired Company Buyer or either Seller, or any of the assets owned or used by any Acquired Company, Parent may be subject;
(iii) contravene, conflict with, subject which would have a material adverse effect on Buyer or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;Parent; or
(iv) cause Breach any material Contract to which Buyer or any Acquired Company to become subject to, Parent is a party or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to which Buyer or Parent may be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Companybound. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or Buyer and Parent are not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring , with the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) exception of the Securities Act. Each Seller is approval by the AMEX of an "accredited investor" as such term is defined in Rule 501(a) under additional listing application authorizing the Securities Actlisting of the Shares on the AMEX.
Appears in 1 contract
Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersVendors, enforceable against Sellers Vendors in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to the rules governing specific performance, injunctive relief or other equitable remedies. Upon the execution and delivery by Sellers Vendors of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Vendor Releases (collectively, the "Sellers' Closing DocumentsAncillary Agreements"), the Sellers' Closing Documents Ancillary Agreements will constitute the legal, valid, and binding obligations of SellersVendors, enforceable against Sellers Vendors in accordance with their respective terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to the rules governing specific performance, injunctive relief or other equitable remedies. Sellers Vendors have the absolute and unrestricted right, requisite power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents Ancillary Agreements and to perform their obligations under this Agreement and the Sellers' Closing DocumentsAncillary Agreements.
(b) Except as set forth in Part 3.2 4.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Organisational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerVendor, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization Authorisation that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority Taxation Authority or other Governmental Body;
(viv) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viivi) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except ;
(vii) except as set forth in Part 3.2 4.2 of the Disclosure Letter, no Seller Vendor or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.;
Appears in 1 contract
Samples: Share Purchase Agreement (Measurement Specialties Inc)
Authority; No Conflict. (a) All corporate acts and other proceedings required to be taken by Seller to authorize the execution, delivery and performance of the contemplated transactions have been duly and properly taken. This Agreement has been duly executed and delivered by Seller. This Agreement constitutes the legal, valid, valid and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, valid and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute power and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and Agreement, the Sellers' Seller's Closing Documents and all other documents delivered by Seller at Closing and to perform their its obligations under this Agreement and the Sellers' Seller's Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly will (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) of, any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of of, any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;; 17 13
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract other than any such contravention, conflict, violation, breach, declaration of default, remedy, acceleration, cancellation, termination or modification; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets asset owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Neither Seller or nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersBuyer and Buyer Sub, enforceable against Sellers Buyer and Buyer Sub in accordance with its terms. Upon the execution and delivery by Sellers Buyer and/or Buyer Sub of the Assignment and Assumption Agreement, the Escrow Agreement, the Caras/Xxxxxxx Employment Agreements, the Sellers' ReleasesClosing Warrants, and the Noncompetition Agreements each other agreement to be executed or delivered at Closing (collectively, the "Sellers' “Buyer’s Closing Documents"”), each of the Sellers' Buyer’s Closing Documents will constitute the legal, valid, valid and binding obligations obligation of SellersBuyer and/or Buyer Sub, as applicable, enforceable against Sellers Buyer and/or Buyer Sub, as applicable, in accordance with their its respective terms. Sellers Buyer and Buyer Sub have the absolute and unrestricted right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents, and such action has been duly authorized by all necessary corporate action.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by Buyer or Buyer Sub nor the consummation or performance of any of the Contemplated Transactions willby Buyer or Buyer Sub will give any Person the right to prevent, directly delay or indirectly (otherwise interfere with or without notice or lapse any of time):the Contemplated Transactions pursuant to:
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or Buyer’s Governing Documents;
(Bii) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subjectBuyer;
(iii) contravene, conflict with, any Legal Requirement or result in a violation of any of the terms Order to which Buyer or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;Buyer Sub may be subject; or
(iv) cause any Contract to which Buyer is a party or by which Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to Buyer Sub may be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Companybound. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or Buyer and Buyer Sub are not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) The execution, delivery and performance by Target of this Agreement and the Articles of Merger, and the consummation by Target of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Target and its shareholders, subject only to the approval of the Merger by Target's shareholders. This Agreement has been duly executed and delivered by Target and constitutes the legal, valid, a valid and binding obligation of Sellers, Target enforceable against Sellers Target in accordance with its terms. Upon the The Articles of Merger upon execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, a valid and binding obligations obligation of Sellers, Target enforceable against Sellers Target in accordance with their respective its terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure LetterThe execution, neither the execution delivery and delivery performance of this Agreement nor by Target does not, and the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby on the part of Target will not, directly (i) conflict with, or indirectly result in any violation of, or breach of or default under (with or without notice or lapse of time):
, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require a waiver or consent under (ix) contravenethe Target Articles of Incorporation or Target Bylaws, (y) any material mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, or license to which Target is subject, or (z) any judgment, order, decree, statute, law, judgment, injunction, order, decree, ordinance, rule or regulation applicable to Target or its properties or assets, other than in each case any such conflicts, violations, breaches or defaults which would not impair the ability of Target to consummate the Merger and which would not have a Material Adverse Effect on Target, or (ii) conflict withwith or result in a breach or violation of, or constitute a default under, or result in a violation contractual right to cause the termination or cancellation or loss of (A) any provision of the Organizational Documents of the Acquired Companiesa material benefit under, or (B) right to accelerate, any resolution adopted agreement, contract or other instrument binding upon the Target or any license, franchise, permit or other similar authorization held by the board of directors Target which conflict, breach, violation or default would, individually or in the stockholders of any Acquired Company;aggregate, have a Material Adverse Effect on Target.
(iic) contraveneNo consent, conflict withapproval, order or result in a violation authorization of, or give registration, qualification, designation, declaration or filing with, any Governmental Body court, administrative agency or commission or other Person the right to challenge any of the Contemplated Transactions federal, state, county, municipal, domestic or to exercise any remedy foreign governmental or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing regulatory authority or other Governmental Body;
instrumentality (vi"GOVERNMENTAL ENTITY" or "GOVERNMENTAL ENTITIES") contravene, conflict with, or result in a violation or breach is required on the part of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person Target in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
other transactions contemplated by this Agreement, except for (ci) Sellers are acquiring the Promissory Notes for their own account and not filing of the Articles of Merger, (ii) compliance with a view to their distribution within the meaning of Section 2(11) any applicable requirements of the Securities Act. Each Seller is an , and the rules and regulations promulgated thereunder (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable state securities or "accredited investorblue sky" laws and the securities laws of any foreign country; (iv) such filings as such term is defined in Rule 501(a) may be required under the Securities ActHart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended ("HSR"); and (v) such other consents, approvals, orders or authorizations which if not obtained or made would not have a Material Adverse Effect, individually or in the aggregate, on Target or impair its ability to consummate the Merger.
(d) The terms of the Target Stock Plans and the underlying Common Options, and the terms of the Target Warrants, permit the assumption thereof by Acquiror or the substitution of options or warrants, as the case may be, to purchase Acquiror Common Stock as provided in this Agreement, without the consent or approval of the holders of such options or warrants, the Target shareholders or otherwise and without any acceleration of the exercise schedule or vesting provisions in effect for such options or warrants.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Telecommunication Systems Inc /Fa/)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of TSL and Sellers, enforceable against TSL and Sellers in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Upon the execution and delivery by Sellers of the Escrow Hill Employment Agreement, the Employment Agreements, Heidx Xxxloyment Agreement and the Sellers' Releases, and the Noncompetition Agreements Release (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and by general principles of equity. Sellers have the absolute and unrestricted Each Seller has all right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their his obligations under this Agreement and the Sellers' Closing Documents. TSL has all corporate right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.
(b) Except as set forth in Part 3.2 of the Sellers' Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of any of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either SellerSellers, or any of the assets owned or used by any Acquired Company, may be subject;
; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Insurance Permit or other Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
or (viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Sellers' Disclosure Letter, no Seller or neither Sellers nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes and Buyer's Closing Documents and all other documents entered into by Buyer in connection with the consummation of the Contemplated Transactions (together with the Buyer's Closing Documents, the "Buyer Transaction Documents") constitute the legal, valid, and binding obligation of Sellers, Buyer enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers it in accordance with their respective terms, except as to the effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (b) rules of law governing specific performance, injunctive relief and other equitable remedies, and (c) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities. Sellers The Agreement and Buyer's Transaction Documents have been duly executed and delivered by Buyer. Buyer has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Buyer's Transaction Documents and to perform their its respective obligations under this Agreement and Buyer's Transaction Documents. The execution and delivery of this Agreement and Buyer's Transaction Documents have been, and the Sellers' consummation of the Contemplated Transactions as of the Closing DocumentsDate will have been, duly authorized by all necessary corporate action on the part of Buyer, including any required shareholder approval.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement and Buyer's Closing Documents by Buyer nor the consummation or performance of any of the Contemplated Transactions willby Buyer will give any Person the right to prevent, directly delay, or indirectly (otherwise interfere with or without notice or lapse any of time):
the Contemplated Transactions pursuant to: (i) contravene, conflict with, or result in a violation of (A) any provision of the Buyer's Organizational Documents of the Acquired Companies, or Documents; (Bii) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
Buyer; (iiiii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, Buyer or any of the its respective assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, ; or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause any Contract to which Buyer is a party or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to which Buyer may be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Companybound. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company Buyer is or will be not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement by Buyer or the consummation or performance of any of the Contemplated Transactions.
Transactions by Buyer except for (ci) Sellers are acquiring the Promissory Notes for their own account approval by Buyer's and not with a view to their distribution within the meaning of Section 2(11) Parent's stockholders of the Securities Act. Each Seller is an "accredited investor" Contemplated Transactions and the Private Placement; (ii) the possible filing of a Form 8-K by the Parent with the SEC, and (iii) such consents, approvals, orders, authorizations, registrations, declarations and filings as such term is defined in Rule 501(a) may be required under applicable federal and state securities laws and the Securities Actlaws of any foreign country.
Appears in 1 contract
Samples: Asset Purchase Agreement (Platinum Entertainment Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of SellersSeller, enforceable against Sellers it in accordance with its this Agreement's terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or law. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, any agreements and the Noncompetition Agreements documents to be executed at Closing pursuant to this Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' such Closing Documents will constitute the legal, valid, valid and binding obligations of SellersSeller, enforceable against Sellers it in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws relating to or affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing), regardless of whether considered in a proceeding in equity or law. Sellers have Seller has the absolute and unrestricted corporate right, power, authority, power and capacity authority to execute and deliver this Agreement and the Sellers' Closing Documents to which it is a party and to perform their its obligations under hereunder and thereunder. The execution, delivery and performance of this Agreement has been specifically authorized by the unanimous consent of the directors and the Sellers' Closing Documentsstockholders of Seller.
(b) Except as set forth in Part 3.2 3.2(b) of the Disclosure LetterSchedule, neither the execution and delivery by Seller of this Agreement nor the consummation or performance by Seller of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time)::
(i) contravene, conflict with, violate, or result in a violation of breach of: (A) any provision of the Organizational Documents of the Acquired Companies, or Seller; (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, Seller or any of the assets owned Purchased Assets or used by any Acquired Company, the Leased Assets may be subject;
; (iiiC) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company Seller or that otherwise relates to the business ofBusiness, the Purchased Assets, or the Leased Assets; or (D) any of material Contract to which Seller is a party or by which the assets owned Purchased Assets or used by, any Acquired Company;the Leased Assets may be bound; or
(ivA) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, modify any Applicable Contractinterest or rights of Seller under any Contract related to the Purchased Assets; or
or (viiB) result in the imposition or creation of any Encumb rance upon Security Interest in or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsPurchased Assets.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) Buyer has the requisite power and authority to enter into this Agreement and the Other Transaction Documents and to consummate the Contemplated Transactions. The execution and delivery of this Agreement and the Other Transaction Documents by Buyer and the consummation of the Contemplated Transactions have been duly and validly authorized by Buyer. This Agreement constitutes the legalhas been duly executed and delivered by Buyer and, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon upon the execution and delivery by Sellers Buyer of the Escrow Agreement, the Employment Agreements, the Sellers' ReleasesOther Transaction Documents, and further assuming the Noncompetition Agreements (collectivelydue authorization, execution and delivery of this Agreement and the "Sellers' Closing Documents")Other Transaction Documents by Seller, this Agreement and the Sellers' Closing Other Transaction Documents will constitute the legal, valid, valid and binding obligations of SellersBuyer, enforceable against Sellers it in accordance with their respective terms. Sellers have the absolute , subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents other similar laws affecting creditors’ rights generally and to perform their obligations under this Agreement and the Sellers' Closing Documentsgeneral principles of equity regardless of whether considered in a proceeding in equity or at law.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
will (i) contravene, conflict with, or result in a violation of (A) violate any provision of the Buyer’s Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
Documents; (ii) contravene, conflict with, violate any Legal Requirement applicable to Buyer or the Contemplated Transactions; or (iii) result in a the breach or violation of, or give constitute a default under, any Governmental Body material contract or other Person agreement to which Buyer is a party or by which Buyer may be bound, except in the right case of clauses (ii) and (iii) for such violation, breach, or default which would not reasonably be expected to challenge prevent, delay or otherwise interfere with the consummation or performance of any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;Transactions.
(iiic) contraveneBuyer is not, conflict withand will not be, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to any Governmental Body or obtain any Consent from any Person Governmental Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring , except for such notices, approvals, consents or authorizations which have been obtained or made or which, if not obtained or made, would not reasonably be expected to prevent, delay or otherwise interfere with the Promissory Notes for their own account and not with a view to their distribution within the meaning consummation or performance of Section 2(11) any of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities ActContemplated Transactions.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Legal Requirements affecting creditors' rights generally and by general principles of equity. Upon the execution and delivery by Sellers such Seller of the Escrow AgreementTransaction Documents to which such Seller is a party, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing such Transaction Documents will constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Legal Requirements affecting creditors' rights generally and by general principles of equity. Sellers have Such Seller has the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Transaction Documents to which such Seller is a party and to perform their its obligations under this Agreement and such Transaction Documents. With respect to each Seller that is an entity (a) the Sellers' Closing execution, delivery and performance by such Seller of this Agreement and each other Transaction Document to which such Seller is a party and the consummation by such Seller of the Contemplated Transactions have been duly and validly authorized by all necessary action on the part of such Seller, (b) copies of the Organizational Documents of such Seller and all amendments thereto have been delivered or made available to Buyer, which Organizational Documents are complete and correct, and (c) such Seller is not in default under, or in violation of, its Organizational Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement or the Transaction Documents to which such Seller is a party, nor the consummation or performance of any of the Contemplated Transactions Transactions, will, directly or indirectly (with or without notice or lapse of time):
(i) With respect to each Seller that is an entity, contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companiessuch Seller, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired Companysuch Seller;
(ii) except as Fairly Disclosed in the Data Room Documents, contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company such Seller is or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;; or
(iii) contraveneexcept as Fairly Disclosed in the Data Room Documents, conflict with, or result in a violation any Lien upon any property or assets of any of the terms or requirements ofsuch Seller, or give any Governmental Body the right to revokeincluding such Seller's Shares, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect pursuant to any of the assets owned instrument or used agreement to which such Seller is a party or by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no which such Seller or Acquired Company is such Seller's properties may be bound or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactionsaffected.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, this Agreement and the Noncompetition Agreements Transition Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms. Sellers have Seller has the absolute corporate power and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' other Seller's Closing Documents and to perform their its obligations under this Agreement and the Sellers' other Seller's Closing Documents.
(b) Except as set forth in Part 3.2 Schedule 3.2, and except for (x) applicable requirements under federal and state securities laws, (y) applicable requirements of any national securities exchange upon which shares of common stock of the Disclosure LetterSeller are listed and (z) as otherwise described in this Agreement, neither the execution and delivery of this Agreement by the Seller nor the consummation or performance of any of the Contemplated Transactions by the Seller will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders stockholder of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order pertaining to which any Acquired the Company or either Sellerthe Seller respecting the business of the Company, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
; (iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modifymodify in any material respect, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) Each Seller and the Guarantor has all requisite power and authority to enter into and perform its or his obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement and the Escrow Agreement has been duly authorized, executed and delivered by each Seller and the Guarantor (in the case of the Trust and the Partnership, by its duly authorized representative) pursuant to all necessary approvals, including any necessary approval by the general partners and the limited partners of the Partnership and constitutes the legal, valid, and binding obligation of Sellerseach Seller and the Guarantor, enforceable against Sellers each in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Each Seller and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have Guarantor has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Escrow Agreement. Neither the execution and delivery of this Agreement and the Escrow Agreement nor the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby or thereby will (A) violate, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation breach of any of the terms or requirements provisions of, constitute a default (or give any Governmental Body event that, with the giving of notice or the passage of time or both, would constitute a default) under, result in the acceleration of any indebtedness under or performance required by, result in any right to revokeof termination of, withdrawincrease any amounts payable under, suspenddecrease any amounts receivable under, cancel, terminatechange any other rights pursuant to, or modifyconflict with, the Organizational Documents, any Governmental Authorization that material agreement, indenture or other instrument to which either Seller, the Guarantor or the Company is held a party or by which any Acquired Company or that otherwise relates to the business ofof its respective properties are bound, or any judgment, decree, order or award of any court, governmental body or arbitrator (domestic or foreign) applicable to either Seller, the assets owned Guarantor or used bythe Company, or (B) require either Seller, the Guarantor or the Company to obtain any authorization, consent, approval or waiver from, or make any filing with, any Acquired Company;
(iv) cause Buyer Person, court or any Acquired Company to become subject topublic body or authority, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except except such consents as are set forth in on Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(cb) Sellers are acquiring The Guarantor has all requisite power and authority to enter into and perform his obligations under the Promissory Notes for their own account this Agreement, the Escrow Agreement and not with a view the Assumption Agreements and to their distribution within consummate the meaning of Section 2(11) of the Securities Acttransactions contemplated herein and therein. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under of this Agreement, the Securities Act.Escrow Agreement and the Assumption Agreements has been duly authorized,
Appears in 1 contract
Samples: Stock Purchase Agreement (Vdi Media)
Authority; No Conflict. (a) This Subject to approval by the shareholders of Collaborative contemplated by Section 8.5, this Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon Subject to approval by the shareholders of Collaborative contemplated by Section 8.5, upon the execution and delivery by Sellers of the Escrow AgreementRelated Agreements to which Sellers (or any of them) are parties, the Employment Agreements, the Sellers' Releases, and the Noncompetition Related Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted requisite right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents such Related Agreements and to perform their obligations under this Agreement and the Sellers' Closing Documentssuch Related Agreements.
(b) Except as for those Consents set forth in Part 3.2 of the Disclosure LetterSCHEDULE 3.2(b), neither the execution and delivery of this Agreement or the Related Agreements to which Sellers (or any of them) are parties nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents articles of the Acquired Companiesincorporation, code of regulations, or (B) any resolution adopted by the board other organizational documents of directors or the stockholders of any Acquired CompanySellers;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, Sellers or any of the assets owned or used by any Acquired Company, Assets may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company Seller or that otherwise relates to the business of, Clinical Business or any of the assets owned Acquired Assets or used by, any Acquired Companythe Leased Property;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company Assets to be reassessed or revalued by any taxing authority or other Governmental Body;
(viv) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Assigned Contract; or
(viivi) except pursuant to any Contract to which the Buyer is a party, result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated TransactionsAssets.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Asset Purchase Agreement (West Pharmaceutical Services Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, validconstitutes, and binding obligation of upon execution by Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Loan Purchase Agreements and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents")) will constitute, the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and under the Sellers' Closing Documents.
(b) The First Demand Guarantees will constitute, the legal, valid, and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms.
(c) Except as set forth provided in Part 3.2 of the Disclosure Letterattached Exhibit 4.4(c), neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany or any Subsidiary, or (B) any resolution adopted by the board of directors or the stockholders shareholders of the Company or any Acquired Company;
Subsidiary; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Seller, the Company or either Sellerany Subsidiary, or any of the assets owned or used by the Company or any Acquired CompanySubsidiary, may be subject;
; (iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by the Company or any Acquired Company Subsidiary or that otherwise relates to the business of, or any of the assets owned or used by, the Company or any Acquired Company;
Subsidiary; (iv) cause Buyer Buyers, the Company or any Acquired Company Subsidiary to become subject to, or to become liable for the payment of, any Tax;
; (v) cause any of the assets owned by the Company or any Acquired Company Subsidiary to be reassessed or revalued by any taxing UNOFFICIAL ENGLISH TRANSLATION FOR INFORMATION PURPOSE ONLY. DOCUMENT TO BE EXECUTED IN THE FRENCH LANGUAGE authority or other Governmental Body;
; (vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
or (vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by the Company or any Acquired Company. Subsidiary.
(d) Except as set forth in Part 3.2 of attached Exhibit 4.4(d), neither Sellers nor the Disclosure Letter, no Seller or Acquired Company nor any Subsidiary is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Share Purchase and Contribution Agreement (Nordstrom Inc)
Authority; No Conflict. (a) Subject only to the requisite approval of the Merger and this Agreement by the holders of Common Stock, the Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject only to the approval of the Merger and this Agreement by the holders of Common Stock. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, valid and binding obligation of Sellersthe Company, enforceable against Sellers in accordance with its terms. Upon , except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) as limited by laws relating to the execution and delivery by Sellers availability of the Escrow Agreementspecific performance, the Employment Agreements, the Sellers' Releasesinjunctive relief or other equitable remedies, and (c) to the Noncompetition Agreements (collectively, extent the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documentsindemnification provisions contained herein may be limited by applicable laws.
(b) Except as set forth in Part 3.2 Subject only to the approval of the Disclosure LetterMerger and this Agreement by the holders of Common Stock, neither the execution and delivery of this Agreement nor by the Company does not, and the consummation or performance of any of the Contemplated Transactions willtransactions contemplated hereby will not, directly conflict with, or indirectly result in any violation of, or default under (with or without notice or lapse of time):
, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit under (any such event, a “Conflict”) (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents Certificate of Incorporation or Bylaws of the Acquired CompaniesCompany, or (Bii) any resolution adopted by material mortgage, indenture, lease, contract or other material agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the board of directors Company or the stockholders of any Acquired Company;
(ii) contraveneits properties or assets. No consent, conflict withwaiver, approval, order or result in a violation authorization of, or give registration, declaration or filing with, any Governmental Body court, administrative agency or commission or other Person the right to challenge any of the Contemplated Transactions federal, state, county, local or to exercise any remedy foreign governmental authority, instrumentality, agency or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used commission (“Governmental Authority”) is required by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring transactions contemplated hereby, except for the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) filing of the Securities ActCertificate of Merger with the Delaware Secretary of State. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities ActThe Company has no liability or obligation to remit any amounts with respect to any escheat or state forfeiture laws.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellersthe Buyer, enforceable against Sellers the Buyer in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. Upon the execution and delivery by Sellers the Buyer of the Escrow Transition Services Agreement, the Employment AgreementsSupply Agreement, the Sellers' ReleasesTrademark License, the Building License and the Noncompetition Employment Agreements (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will constitute the legal, valid, and binding obligations of Sellersthe Buyer, enforceable against Sellers the Buyer in accordance with their respective terms, except insofar as enforcement may be limited by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies. Sellers have The Buyer has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by the Buyer nor the consummation or performance of any of the Contemplated Transactions by the Buyer will, directly or indirectly (with or without notice or lapse of time)::
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesBuyer, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Companythe Buyer;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, Buyer may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company the Buyer or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;the Buyer; or
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; orcontract, commitment or agreement to which the Buyer is bound or affected.
(viic) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company The Buyer is or not and will not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions, except such Consents as have been obtained prior to the date hereof.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Measurement Specialties Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms. Upon the execution and delivery by Sellers of the The Post-Closing Escrow Agreement, and any other documents executed and delivered by Sellers at the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Closing (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will ) constitute the legal, valid, and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms. Sellers have Such Seller has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their its obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 3.1 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the such Seller or any Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or other governing body or the stockholders or other equity owners of such Seller or any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either such Seller, or any of the assets owned or used by any Acquired Company, may be subject;; or
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, any Contract to which such Seller or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned such Seller's Shares are subject or used by any Acquired Companybound. Except as set forth in Part 3.2 3.1 of the Disclosure Letter, no neither such Seller or nor any Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eagle Picher Technologies LLC)
Authority; No Conflict. (a) This Agreement has been duly authorized by all necessary corporate action on the part of the Company and constitutes the legal, valid, and binding obligation of the Company and the Sellers, enforceable against the Company and the Sellers in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditor’s rights generally, and by general equitable principles. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment AgreementsSellers’ Releases, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents ’ Releases will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. The Company and the Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement to perform their obligations under this Agreement. The Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver the Sellers' Closing Documents ’ Releases and to perform their obligations under this Agreement and the Sellers' Closing Documents’ Releases.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors directors, stockholders or the stockholders members (as applicable) of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Sellerany of the Sellers, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Each of the Sellers and each of the Companies has duly executed this Agreement and this Agreement constitutes the legal, valid, and binding obligation of Sellerseach, enforceable against Sellers such Acquired Entity and such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Upon the execution and delivery by Sellers each of the Escrow AgreementSellers, the Employment Agreementsas applicable, the Sellers' Releaseseach other agreement, and the Noncompetition Agreements certificate or document executed by or on behalf of such Seller pursuant to this Agreement (collectively, the "Sellers' “Seller’s Closing Documents"”), the Sellers' Seller’s Closing Documents to which each such Seller is a party will be duly and validly executed by each Seller that is a party thereto and will constitute the such Seller’s legal, valid, and binding obligations of Sellersobligations, enforceable against Sellers such Seller in accordance with their its respective terms, except as enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. Sellers have Seller and each of the Companies has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and and, in the Sellers' case of Seller, Seller’s Closing Documents to which such Seller is party and to perform their such Seller’s obligations under this Agreement hereunder and the Sellers' Closing Documentsthereunder.
(b) Section 3.2(b) of the Seller Disclosure Letter contains a complete and accurate list of each Acquired Entity’s Organizational Documents. Except as set forth in Part 3.2 Section 3.2(b) of the Seller Disclosure LetterLetter and, with respect to each Acquired Entity and, as applicable, with respect to Seller, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):indirectly:
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the such Acquired Companies, Entity or Seller (B) any resolution adopted by the board of directors directors, managing member, or the stockholders other managing authority of any such Acquired CompanyEntity or Seller;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Seller or such Acquired Company or either SellerEntity, or any of the assets owned of such Acquired Entity or used by any Acquired Company, its respective Membership Interests may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, of any Governmental Authorization that is held by any such Acquired Company or that otherwise relates to the business ofEntity, or any of the assets owned or used by, any Assets of such Acquired CompanyEntity may be subject;
(iv) cause Buyer (with or any Acquired Company to become subject to, without giving notice or to become liable for the payment of, any Tax;
(vlapse of time or both) cause any of the assets owned by any Acquired Company to be reassessed breach or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach give rise to any obligation, right of any provisio n termination, cancellation, acceleration of, or give increase in, any Person the right to declare fee, liability, obligation or a default or exercise any remedy loss of a material benefit under, any of the terms, conditions or to accelerate provisions of any material Applicable Contract or result in the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractimposition of an Encumbrance on its Membership Interests; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance (other than the Permitted Encumbrances) upon or with respect to any of the assets owned or used by any Assets of such Acquired Company. Entity.
(c) Except as set forth in Part 3.2 Section 3.2(c) of the Seller Disclosure Letter, no Seller or neither Parent, GLC nor any Acquired Company Entity is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Upon the execution and delivery by Sellers such Seller of each of the Escrow Agreement, documents to be executed and delivered by such Seller at the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Closing pursuant to Section 1.5(a) (collectively, the "Sellers' “Sellers Closing Documents"”), each of the Sellers' Sellers Closing Documents will constitute the legal, valid, valid and binding obligations obligation of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Sellers have the absolute and unrestricted right, Such Seller has all requisite power, authority, authority and capacity to execute and deliver this Agreement and each of the Sellers' Sellers Closing Documents to which such Seller is a party and to consummate all of the transactions contemplated hereby and thereby. If such Seller is an entity, the execution and delivery of this Agreement, the Sellers Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by any necessary corporate action of such Seller, and no other action of the part of the such Seller is required to perform their obligations under this Agreement and authorize the Sellers' Closing Documentssame.
(b) Except as set forth in Part 3.2 on Section 2.2(b) of the Disclosure LetterSchedule, neither the execution and delivery of this Agreement or the Sellers Closing Documents by such Seller nor the consummation or performance of any of the Contemplated Transactions transactions contemplated hereby by such Seller will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents organizational documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
such Seller if such Seller is an entity; and (ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement Requirement, or any Order of any Governmental Authority, to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be such Seller is subject;.
(iiic) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 on Section 2.2(c) of the Disclosure LetterSchedule, no such Seller or Acquired Company is not or will not be required to give any notice to or obtain any Consent consent, waiver or approval from any Governmental Authority or other Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring Closing Documents or the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) consummation of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Acttransactions contemplated hereby or thereby.
Appears in 1 contract
Authority; No Conflict. (a) TKOG and Buyer each has the right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents to which TKOG or Buyer is a party, to consummate the Merger and to perform their respective obligations under this Agreement and the Transaction Documents to which TKOG or Buyer is a party. This Agreement has been duly authorized and approved, executed and delivered by TKOG and Buyer and constitutes the legal, valid, valid and binding obligation of SellersTKOG and Buyer, enforceable against Sellers them in accordance with its terms. Upon the execution and delivery by Sellers TKOG and Buyer of the Escrow AgreementTransaction Documents to which TKOG or Buyer is a party, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing such Transaction Documents will constitute the legal, valid, valid and binding obligations of SellersTKOG and Buyer, enforceable against Sellers them in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement by TKOG or Buyer nor the consummation or performance by TKOG or Buyer of the Merger or any of the Contemplated Transactions other transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of timetime or both):
(i) contravene, conflict with, or result in a violation or breach of (A) any provision of the Organizational Documents of the Acquired CompaniesTKOG or Buyer, or (B) any resolution adopted by the board of directors or the stockholders shareholders of TKOG or Buyer, (C) any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement legal requirement or any Order order to which any Acquired Company TKOG or either Seller, Buyer or any of the assets owned or used by any Acquired Company, them may be subject, or (D) any Governmental Permit held by TKOG or Buyer;
(iiiii) contravene, conflict with, or result in a violation breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any of the terms entitlement to any payment or requirements ofbenefit, or give require the consent or approval of or any notice to or filing with any third party, under any Contract to which TKOG or Buyer is a party or by which their respective assets are bound, or require the consent or approval of or any notice to or filing with any Governmental Body the right Authority to revokewhich either TKOG, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the their respective assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractare subject; or
(viiiii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure LetterTKOG or Buyer, no Seller except, with respect to clause (i) (C) or Acquired Company is (D), (ii) or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery (iii) of this Agreement Section 5.2, where any such contravention, conflict, violation, breach, default, termination right, cancellation or acceleration right or Encumbrance would not have a Material Adverse Effect on TKOG and its Subsidiaries taken as a whole or would not adversely affect the ability of TKOG or Buyer to consummate the Merger or the consummation or performance of any of the Contemplated Transactionsother transactions contemplated by this Agreement.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Merger Agreement (Kroll O Gara Co)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Closing Documents and to perform their obligations under this Agreement and the Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except insofar as enforcement may be limited by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors' rights and by limitations on the availability of equitable remedies. Upon the execution and delivery by Sellers of the Escrow Agreement, the Shareholder Intangibles Purchase Agreement, the Employment Agreements, the Sellers' ReleasesRelease, and the Noncompetition Agreements Non-Competition Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' Closing -------------------------- Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except insofar as enforcement may be limited by bankruptcy, insolvency, or other laws affecting generally the enforceability of creditors' rights and by limitations on the availability of equitable remedies. Sellers have Each Seller (i) has the full power and authority to own the Shares owned by it and (ii) has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and each of the Sellers' Closing Documents to which it is a party and to perform their its obligations under this Agreement and each of the Sellers' Closing DocumentsDocuments to which it is a party.
(b) Except as set forth in Part Section 3.2 of the Disclosure LetterSchedule, neither the execution and delivery of this Agreement by Sellers nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either any Seller, or any of the assets or properties owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing Taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach Breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets or properties owned or used by any Acquired Company. .
(c) Except as set forth in Part Section 3.2 of the Disclosure LetterSchedule, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(cd) Sellers are acquiring the Promissory Notes Sellers' Note for their own account and not with a view to their its distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Measurement Specialties Inc)
Authority; No Conflict. (a) This Agreement constitutes and the legal, valid, and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon other Transaction Documents to which the execution and delivery by Sellers of the Escrow AgreementDesignated Stockholders, the Employment Agreements, Stockholder Representative or the Sellers' Releases, and the Noncompetition Agreements Company are a party (collectively, the "SellersDesignated Stockholders' Closing Documents")) have been duly executed and delivered by the Designated Stockholders, the Sellers' Closing Documents will Stockholder Representative and the Company, to the extent that they are a party thereto, and constitute the legal, valid, and binding obligations of Sellersthe Designated Stockholders, the Stockholder Representative and/or the Company, as the case may be, enforceable against Sellers the Designated Stockholders, the Stockholder Representative and/or the Company in accordance with their respective terms, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors' rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Sellers The Designated Stockholders, the Stockholder Representative and the Company have the absolute and unrestricted right, all requisite power, authority, authority and capacity to execute and deliver this Agreement and the SellersDesignated Stockholders' Closing Documents and to perform their respective obligations under this Agreement and the SellersDesignated Stockholders' Closing Documents. This Agreement and the Transactions have been duly and validly authorized by the Company's Board of Directors and as of the Closing will be duly and validly approved by the Company Stockholders, no other corporate action on the part of the Company or the Company Stockholders being necessary.
(b) Except Assuming all consents, approvals, authorizations and other actions described in Schedule 5.2 have been obtained or made, as set forth in Part 3.2 of applicable, the Disclosure Letterexecution, neither the execution delivery and delivery performance of this Agreement nor and the consummation or performance of any of Designated Stockholders' Closing Documents by the Contemplated Transactions willDesignated Stockholders, the Stockholder Representative and the Company shall not, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, Company or (B) any resolution or other action adopted or taken by the board of directors of the Company or the stockholders of any Acquired CompanyDesignated Stockholders;
(ii) contravene, conflict with, with or result in a violation of, or give any Governmental Body or other Person the right to challenge challenge, any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either Seller, the Designated Stockholders or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
(iv) cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired the Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, with or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; orContract or any Contract to which the Company is a party or by which the Company may be bound;
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired the Company, except for purposes of subclauses (ii)-(vi) above, for contraventions, conflicts, violations, revocations, withdrawals, suspensions, modifications, Breaches, defaults, rights of termination, amendment, acceleration or cancellation, or creations of Encumbrances, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 5.2, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or by the Designated Stockholders and the Company and the consummation or performance of any of the Contemplated TransactionsTransactions does not, or shall not require any Consent, approval, authorization or other action by, or filing with or notification to, any Governmental Body or any other Person.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Merger Agreement (Commerce Planet)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellerseach of Parent and Acquisition, enforceable against Sellers it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other similar laws affecting creditors' rights generally or general equitable principles. Upon the execution and delivery by Sellers Parent and Acquisition of the Escrow AgreementClosing Agreements to which it is a party, the Employment Agreements, the Sellers' Releases, and the Noncompetition such Closing Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of SellersParent and/or Acquisition, as the case may be, enforceable against Sellers it in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency and other similar laws affecting creditors' rights generally or general equitable principles. Sellers Each of Parent and Acquisition have the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents Agreements to which it is a party and to perform their its obligations under this Agreement hereunder and the Sellers' Closing Documentsthereunder.
(b) Except as set forth in Part 3.2 of the Disclosure LetterSchedule 4.2, neither the execution and delivery of this Agreement or any Closing Document by Parent or Acquisition, nor the consummation or performance of any of the Contemplated Transactions by Parent or Acquisition will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesParent or Acquisition, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired CompanyParent or Acquisition;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company Parent or either Seller, or any of the assets owned or used by any Acquired Company, Acquisition may be subject;; or
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition Contract to which Parent or creation of any Encumb rance upon Acquisition is 48 party or with respect to by which Parent or Acquisition is bound, except for any of the assets owned foregoing the occurrence of which would not give any Person the right to prevent, delay, or used by otherwise interfere with any Acquired Companyof the Contemplated Transactions. Except as set forth in Part 3.2 of the Disclosure LetterSchedule 4.2, no Seller or Acquired Company neither Parent nor Acquisition is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
, other than (ci) Sellers are acquiring the Promissory Notes for their own account and not compliance with a view to their distribution within the meaning of Section 2(11) any applicable requirement of the Securities HSR Act. Each Seller is an "accredited investor" as , (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (iii) compliance with any other applicable requirements of the Federal or state securities laws and (iv) such term is defined in Rule 501(a) under other notices, filings or Consents, the Securities Actabsence of which would not materially impair the performance of the Contemplated Transactions.
Appears in 1 contract
Samples: Merger Agreement (Andal Corp)
Authority; No Conflict. (ai) This Agreement constitutes the legal, valid, valid and binding obligation of SellersSeller and Venturi, enforceable against Sellers each of Seller and Venturi in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or limiting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Upon the execution and delivery by Sellers Seller and Venturi of the Escrow Release, the Transition Services Agreement, the Employment Agreements, the Sellers' Releases, Escrow Agreement and the Noncompetition Agreements License Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's Closing Documents will constitute the legal, valid, valid and binding obligations of SellersSeller and Venturi, enforceable against Sellers each of Seller and Venturi in accordance with their respective terms. Sellers have the absolute , except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws relating to or limiting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.
(ii) Each of Seller and unrestricted right, power, authority, Venturi has full corporate power and capacity authority to execute and deliver this Agreement and the Sellers' Seller Closing Documents Documents, and to perform their its obligations under under, this Agreement and the Sellers' Seller Closing Documents.
(b) Except as set forth in Part 3.2 3.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of Venturi, Seller, the Acquired CompaniesCompany or the Company's Subsidiaries, or (B) any resolution adopted by the board of directors of Venturi, Seller, the Company or the stockholders any of any Acquired Company's Subsidiaries;
(ii) contravene, conflict with, with or result in a violation of, or give of any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any material Legal Requirement or any Order to which any Acquired the Company or either Sellerany of Company's Subsidiaries, or any of the material assets owned or used by any Acquired Companyof them, may be subject;
(iii) contravene, conflict with, with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, 18- cancel, terminate, terminate or modify, any Governmental Authorization that is held by the Company or any Acquired Company of Company's Subsidiaries or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired CompanyBusiness;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by the Company or any Acquired Company. of its Subsidiaries.
(c) Except as set forth in Part 3.2 3.2(c) of the Disclosure Letter, no Seller none of Venturi, the Seller, the Company or Acquired Company Company's Subsidiaries is or will be required to give any notice to or obtain any Consent from any Person except for those notices or Consents the failure of which to perform or obtain would not reasonably be expected to have a Material Adverse Effect, in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement has been duly and validly executed by the Company, Sellers, and the Securityholder Representative, and this Agreement (assuming due authorization, execution, and delivery by Buyer) constitutes the legal, valid, and binding obligation of the Company, Sellers, and the Securityholder Representative enforceable against Sellers Sellers, the Company and the Securityholder Representative in accordance with its terms, except as enforceability is limited by bankruptcy laws, other similar laws affecting creditors’ rights, and general principles of equity affecting the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”). Upon the execution delivery (and execution, if applicable) by Sellers and the Company of each of the Seller Closing Documents, each of the Seller Closing Documents (assuming due authorization, execution, and delivery by Sellers of the Escrow Agreementother party or parties thereto, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents if applicable) will constitute the legal, valid, and binding obligations obligation of Sellerseach Seller, the Company, and the Securityholder Representative that is a party thereto, enforceable against Sellers each Seller, the Company, and the Securityholder Representative that is a party thereto in accordance with their respective termsthe terms thereof, except as enforceability is limited by the Enforceability Exceptions. Sellers Sellers, the Company, and the Securityholder Representative have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller Closing Documents to which they are a party and to perform their respective obligations under this Agreement and the Seller Closing Documents to which they are a party, and such actions have been duly authorized by all necessary company or other governing action by Sellers' Closing Documents, the Company, and the Securityholder Representative, as applicable.
(b) Except as set forth in Part 3.2 of Neither the Disclosure Letterexecution, neither the execution and delivery delivery, or performance of this Agreement or any of the other Transaction Documents by any Sellers, the Company, or the Securityholder Representative nor the consummation or performance of any of the Contemplated Transactions by any Sellers, the Company, or the Securityholder Representative will, directly or indirectly (with or without notice or lapse of time):
time or both), (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of any of the Constitutive Documents or Governance Documents of any Seller (if not an individual) or the Company, (ii) contravene, conflict with, or result in a violation or breach of any Legal Requirement to which any Seller, the Company, or the Securityholder Representative is subject, (iii) contravene, conflict with, or result in a material violation or material breach of, constitute a material default under, or give any Governmental Authority the right to revoke, withdraw, suspend, cancel, terminate, or modify any Governmental Authorization held by any Seller or the Securityholder Representative or any Company Governmental Authorization, (iv) contravene, conflict with, or result in a violation or breach of, in each case, in any material respect, or constitute a material default under, or give any Person the right to declare a material default or exercise any remedy under, or to accelerate the maturity or performance ofof or payment under, or to cancel, terminate, or modifymodify any material Contract to which any Seller or the Securityholder Representative is a party or by which any Seller or the Securityholder Representative or any of such Seller’s or the Securityholder Representative’s Assets is otherwise bound or any Material Company Contract, any Applicable Contract; or
or (viiv) result in the creation or imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 Assets of the Disclosure LetterCompany (other than Permitted Encumbrances) or any of the Company Shares (other than Statutory Transfer Restrictions).
(c) None of Sellers, no Seller the Securityholder Representative, or Acquired the Company is or will be required to give any notice to to, make any Filing with, or obtain any Consent from any Person in connection with the execution execution, delivery, and delivery performance of this Agreement or the consummation or performance of any of the Contemplated other Transaction Documents, or the consummation and performance of the Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Computer Programs & Systems Inc)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of Sellers, Seller enforceable against Sellers Seller in accordance with its terms. Upon the execution and delivery by Sellers Seller of this Agreement and the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Agreement (collectively, the "Sellers' Seller's Closing Documents"), the Sellers' Seller's ---------------------------- Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers him in accordance with their respective terms. Sellers have Each of the Seller and the Company has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Seller's Closing Documents and to perform their respective obligations under this Agreement and the Sellers' Seller's Closing Documents.
(b) Except as set forth in Part 3.2 of the Company's Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
): (i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents Articles of Incorporation or Bylaws of the Acquired Companies, Company; or (B) any resolution adopted by the board of directors or the stockholders of any Acquired the Company;
; or (iiC) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body governmental body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization permit or authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, the Company; or (D) any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, modify any Applicable Contractcontract to which the Company is bound; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersBuyer, enforceable against Sellers Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Upon the execution and delivery by Sellers Buyer of the Escrow Agreement, Instruments of Conveyance and any other documents executed and delivered by Buyer at the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements Closing (collectively, the "Sellers' “Buyer’s Closing Documents"”), the Sellers' Buyer’s Closing Documents will shall constitute the legal, valid, and binding obligations of Sellers, Buyer enforceable against Sellers Buyer in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Sellers have Buyer has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Buyer’s Closing Documents Documents, and to perform their its obligations under this Agreement and the Sellers' Buyer’s Closing Documents.
(b) Except as set forth in disclosed to Seller on Part 3.2 4.02 of the Buyer’s Disclosure LetterSchedule, neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Company;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or shall give any Person the right to declare a default or exercise any remedy underprevent, delay, or to accelerate otherwise interfere with any of the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; orContemplated Transactions.
(viic) result in the imposition or creation of any Encumb rance upon or Except with respect to any the MMS Approvals, or as disclosed to Seller on Part 4.02 of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Buyer’s Disclosure LetterSchedule, no Seller or Acquired Company Buyer is or will not and shall not be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, valid and binding obligation of Sellerssuch Seller, enforceable against Sellers it in accordance with its terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Upon the execution and delivery by Sellers it of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Documents to which such Seller is a party and the Noncompetition Agreements (collectivelyexecution and delivery thereof by each other party thereto, the "Sellers' Closing Documents"), the Sellers' Closing such Documents will constitute the legal, valid, valid and binding obligations of Sellerssuch Seller, enforceable against Sellers in accordance with their respective terms, except as may be limited by bankruptcy, moratorium and insolvency laws and other laws affecting the rights of creditors generally and except as may be limited by general principles of equity. Sellers have Such Seller has the absolute and unrestricted right, power, authority, authority and capacity to execute and deliver this Agreement and the Sellers' Closing Documents to which it is a party and to perform their its respective obligations under this Agreement and the Sellers' Closing such Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement or any of the Documents to which such Seller is a party, nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, with or result in a violation of (A) any provision of the Organizational Documents of the Acquired Companies, or (B) any resolution adopted by the board of directors or the stockholders of any Acquired Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned or used by any Acquired Company, may be such Seller is subject;; or
(iiiii) contravene, conflict with, with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, terminate or modify, any Governmental Authorization that is held by such Seller; except for any Acquired Company such contravention, conflict or that otherwise relates violation which would not reasonably be expected to make illegal or materially delay or impair the business of, or any consummation of the assets owned or used by, any Acquired Company;Contemplated Transactions.
(ivc) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(vii) result in the imposition or creation of any Encumb rance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 Section 3.20(c) of the Sellers’ Disclosure Letter, no such Seller or Acquired Company is or not and will not be required to give any notice to to, or obtain any Consent from from, any Person in connection with the execution and delivery of this Agreement or any of the Documents to which such Seller is a party or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring , except where the Promissory Notes for their own account and failure to give any such notice or obtain any consent would not with a view reasonably be expected to their distribution within make illegal or materially delay or impair the meaning of Section 2(11) consummation of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities ActContemplated Transactions.
Appears in 1 contract
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, Each Seller has all requisite power and binding obligation of Sellers, enforceable against Sellers in accordance with its terms. Upon the execution and delivery by Sellers of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, and the Noncompetition Agreements (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms. Sellers have the absolute and unrestricted right, power, authority, and capacity authority to execute and deliver this Agreement and the Sellers' Closing Documents all other Transaction Agreements to which it is a party and to perform their obligations under carry out the provisions of this Agreement and the Sellers' Closing Documentsother Transaction Agreements. The execution, delivery and performance by each Seller of this Agreement and the other Transaction Agreements has been approved by all requisite action on the part of such Seller (including the approval of the shareholders of such Seller) and this Agreement has been duly and validly executed and delivered by such Seller. Each of the Transaction Agreements constitutes, or upon execution and delivery, will constitute, the legal, valid and binding obligation of each Seller, enforceable against such Seller in accordance with its terms.
(b) Except as set forth in Part 3.2 of the Disclosure LetterThe execution, neither the execution delivery and delivery performance of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):other Transaction Agreement by each Seller do not and shall not:
(i) contravene, conflict with, violate or result in a violation any breach of (A) any provision of the provisions of such Seller’s or any Hyperlink Company’s Organizational Documents of the Acquired Companies, or Documents; (B) any resolution adopted by Resolutions; (C) to the board of directors Sellers’ Knowledge, any term or the stockholders requirement of any Acquired Governmental Approval held by such Seller or such Hyperlink Company relating to such Hyperlink Company’s business; or (D) to the Sellers’ Knowledge, any provision of any Material Contract to which such Hyperlink Company is a party;
(ii) contraveneto the Sellers’ Knowledge, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to (A) challenge any of the Contemplated Transactions or to Transaction; (B) exercise any remedy or obtain any relief under, under any Legal Requirement or any Order to which any Acquired Company or either Seller, or any of the assets owned Sellers or used by the Hyperlink Companies is subject; (C) declare a default of, exercise any Acquired Companyremedy under, may be subjectaccelerate the performance of, cancel, terminate, modify or receive any payment under any Material Contract; or (D) revoke, suspend or modify any Governmental Approval;
(iii) contravene, conflict with, violate or result in a violation breach of or constitute a default under any Legal Requirement or Material Contract to which any of the terms Sellers or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that Hyperlink Companies is held by any Acquired Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired Companysubject;
(iv) cause Buyer or any Acquired Company to become subject tothe Sellers’ Knowledge, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company Equity or the Holdco Shares to be reassessed or revalued by any taxing authority Tax Authority or other Governmental Body;; and
(vi) contravene, conflict with, or result in a violation or breach of any provisio n of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; or
(viiv) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the assets owned or used by any Acquired Company. Except as set forth in Part 3.2 of the Disclosure Letter, no Seller or Acquired Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement Equity or the consummation or performance of any of the Contemplated TransactionsHoldco Shares.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
Appears in 1 contract
Samples: Sale and Purchase Agreement (XINHUA SPORTS & ENTERTAINMENT LTD)
Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSellers and Xxxxxxx, enforceable against Sellers and Xxxxxxx in accordance with its terms. Upon the execution and delivery by applicable Sellers of the Escrow Agreement, the Employment Agreements, and the Sellers' ReleasesNoncompetition Agreements, and the Noncompetition Agreements execution and delivery by Seller of the Stock Registration Rights Agreement (collectively, the "Sellers' Closing Documents"), the Sellers' Closing Documents will constitute the legal, valid, and binding obligations of Sellers, enforceable against Sellers each Seller who is a party to the applicable Sellers' Closing Document in accordance with their respective terms. Sellers and Xxxxxxx have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the applicable Sellers' Closing Documents and to perform their obligations under this Agreement and the applicable Sellers' Closing Documents.
(b) Except as set forth in Part 3.2 of the Disclosure Letter, neither Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or to the Knowledge of Seller's other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either any Seller, or any of the material assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates to the business of, or any of the assets owned or used by, any Acquired the Company;
(iv) to the Knowledge of Seller's cause Buyer or any Acquired the Company to become subject to, or to become liable for the payment of, any Tax, other than as will result from the Company's loss of its Subchapter S status;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Applicable Contract; or
(viivi) result in the imposition or creation of any Encumb rance Encumbrance upon or with respect to any of the material assets owned or used by any Acquired the Company. Except as set forth in Part 3.2 of the Disclosure Letter, no No Seller or Acquired the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes Buyer's Common Stock for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
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Authority; No Conflict. (a) This Agreement constitutes the legal, valid, and binding obligation of SellersSeller, enforceable against Sellers Seller in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. Upon the execution and delivery by Sellers Seller of the Escrow Agreement, the Employment Agreements, the Sellers' Releases, Agreement and the Noncompetition Agreements Seller’s Release (collectively, the "Sellers' “Seller’s Closing Documents"”), the Sellers' Seller’s Closing Documents will constitute the legal, valid, and binding obligations of SellersSeller, enforceable against Sellers Seller in accordance with their respective terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’ rights generally. Sellers have the absolute and unrestricted Seller has all necessary legal right, power, authority, and capacity to execute and deliver this Agreement and the Sellers' Seller’s Closing Documents and to perform their his obligations under this Agreement and the Sellers' Seller’s Closing Documents.
(b) Except as set forth in Part 3.2 3.2(b) of the Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will, directly by the Company or indirectly Seller will (with or without notice or lapse of time):
(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Acquired CompaniesCompany, or (B) any resolution adopted by the board of directors or the stockholders shareholders of any Acquired the Company;
(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which any Acquired the Company or either Seller, or any of the assets owned or used by any Acquired the Company, may be subject;
(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that is held by any Acquired the Company or that otherwise relates give any Governmental Body the right to challenge the business of, or any of the assets owned or used by, any Acquired CompanyContemplated Transactions;
(iv) cause Buyer or any Acquired Company to become subject to, or to become liable for the payment of, any Tax;
(v) cause any of the assets owned by any Acquired Company to be reassessed or revalued by any taxing authority or other Governmental Body;
(vi) contravene, conflict with, or result in a violation or breach of any provisio n provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Applicable Contract; or;
(viiv) result in the imposition or creation of any Encumb rance Encumbrance (other than a Permitted Encumbrance) upon or with respect to any of the assets owned or used by the Company; or
(vi) cause the Company to become subject to or liable for the payment of any Acquired Company. Tax.
(c) Except as set forth in Part 3.2 3.2(c) of the Disclosure Letter, no neither Seller or Acquired nor the Company is or will be required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.
(c) Sellers are acquiring the Promissory Notes for their own account and not with a view to their distribution within the meaning of Section 2(11) of the Securities Act. Each Seller is an "accredited investor" as such term is defined in Rule 501(a) under the Securities Act.
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Samples: Stock Purchase Agreement (Alliance Bankshares Corp)
