Common use of AUTHORITY OF SHAREHOLDERS; NO BREACH BY AGREEMENT Clause in Contracts

AUTHORITY OF SHAREHOLDERS; NO BREACH BY AGREEMENT. (a) Each of the Shareholders has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and each of the Ancillary Agreements to which such Shareholder is party and to perform its obligations under this Agreement and such Ancillary Agreements. This Agreement represents a legal, valid, and binding obligation of each Shareholder, enforceable against each Shareholder in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon the execution and delivery by the Shareholders of the Ancillary Agreements, the Ancillary Agreements will constitute the legal, valid, and binding obligations of each Shareholder, enforceable against each Shareholder in accordance with their respective terms. The execution of this Agreement by each Shareholder represents the written consent by such Shareholder to approval of this Agreement by the shareholders of RFCG without a meeting pursuant to Section 14A:5-6 of the NJBCA. (b) Neither the execution and delivery of this Agreement by any Shareholder, nor the consummation by any Shareholder of the transactions contemplated hereby, nor compliance by any Shareholder with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of RFCG's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any RFCG Subsidiary or the governing instruments of any Shareholder that is not a natural person, or (ii) except as disclosed in Section 4.3 of the RFCG Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any RFCG Entity under, any Contract or Permit of any RFCG Entity other than those which are not reasonably likely to have, individually or in the aggregate, an RFCG Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(a), violate any Law or Order applicable to any Shareholder or to any RFCG Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, and applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by the Shareholders of the transactions contemplated in this Agreement.

AUTHORITY OF SHAREHOLDERS; NO BREACH BY AGREEMENT. To the ------------------------------------------------- knowledge of DMK: (a) Each of the Shareholders has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and each of the Ancillary Agreements to which such Shareholder is party Shareholders' Closing Documents and to perform its obligations under this Agreement and such Ancillary Agreementsthe Shareholders' Closing Documents. This Agreement represents a legal, valid, and binding obligation of each Shareholder, enforceable against each Shareholder in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon the execution and delivery by the Shareholders party to each of the Ancillary AgreementsShareholders' Closing Documents, the Ancillary Agreements each such Shareholders' Closing Document will constitute the legal, valid, and binding obligations of each such Shareholder, enforceable against each such Shareholder in accordance with their its respective terms. The execution of this Agreement by each Shareholder represents the written consent by such Shareholder to approval of this Agreement by the shareholders of RFCG without a meeting pursuant to Section 14A:5-6 of the NJBCA. (b) Neither the execution and delivery of this Agreement by any Shareholder, nor the consummation by any Shareholder of the transactions contemplated hereby, nor compliance by any Shareholder with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of RFCGDMK's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any RFCG Subsidiary or the governing instruments of any Shareholder that is not a natural person, or (ii) except as disclosed listed in Section 4.3 of the RFCG Disclosure MemorandumSchedule -------- 5.30(b), constitute or result in a ------- Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of DMK under, or permit any RFCG Entity acceleration or modification under, any Contract or Permit of any RFCG Entity other than those which are not reasonably likely to haveDMK, individually or in the aggregate, an RFCG Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(a)Consents, violate any Law or Order applicable to any Shareholder or to any RFCG Entity DMK or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, and applicable state corporate and securities Laws, and other than Consents as required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR ActXxxx-Xxxxx-Xxxxxx Act or listed in Schedule 5.30(c), no notice to, filing with, or Consent of, any public ---------------- body or authority is necessary for the consummation by the Shareholders of the transactions contemplated in this Agreement.

AUTHORITY OF SHAREHOLDERS; NO BREACH BY AGREEMENT. (a) Each of the Shareholders Such Shareholder has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and each of the Ancillary Other Shareholder Agreements to which such Shareholder is will be a party and to perform its obligations under this Agreement and such Ancillary Other Shareholder Agreements. This Agreement represents a legal, valid, and binding obligation of each such Shareholder, enforceable against each such Shareholder in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon the execution and delivery by the Shareholders such Shareholder of the Ancillary AgreementsOther Shareholder Agreements to which such Shareholder will be a party, the Ancillary such Other Shareholder Agreements will constitute the legal, valid, and binding obligations of each such Shareholder, enforceable against each such Shareholder in accordance with their respective terms. The execution terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of this Agreement by each Shareholder represents creditors' rights generally and except that the written consent by such Shareholder to approval of this Agreement by the shareholders of RFCG without a meeting pursuant to Section 14A:5-6 availability of the NJBCAequitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by any such Shareholder, nor the consummation by any such Shareholder of the transactions contemplated hereby, nor compliance by any such Shareholder with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of RFCG's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any RFCG Subsidiary or the governing instruments of any such Shareholder that if it is not a natural person, or (ii) except as disclosed in Section 4.3 6.2 of the RFCG Company and Shareholder Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any RFCG Entity such Shareholder under, any Contract or Permit of any RFCG Entity other than those which are not such Shareholder, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, an RFCG a Company Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(a10.1(b) and other than with respect to matters addressed by Section 6.2(c), violate constitute or result in a Default under, or require any Consent pursuant to, any Law or Order applicable to any Shareholder or to any RFCG Company Entity or any of their respective material Material Assets, where such Default, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Other than in connection or compliance with the provisions of the Securities Laws, Laws and applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, and other than Consents, filings or notifications which, if not obtained or made, are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by the Shareholders such Shareholder of the transactions contemplated in this Agreement.

AUTHORITY OF SHAREHOLDERS; NO BREACH BY AGREEMENT. (a) Each of the Shareholders has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and each of the Ancillary Agreements to which such Shareholder is party Shareholders' Closing Documents and to perform its obligations under this Agreement and such Ancillary Agreementsthe Shareholders' Closing Documents. This Agreement represents a legal, valid, and binding obligation of each Shareholder, enforceable against each Shareholder in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon the execution and delivery by the Shareholders of the Ancillary AgreementsShareholders' Closing Documents, the Ancillary Agreements Shareholders' Closing Documents will constitute the legal, valid, and binding obligations of each Shareholder, enforceable against each Shareholder in accordance with their respective terms. The execution terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of this Agreement by each Shareholder represents creditors' rights generally and except that the written consent by such Shareholder to approval of this Agreement by the shareholders of RFCG without a meeting pursuant to Section 14A:5-6 availability of the NJBCAequitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement by any Shareholder, nor the consummation by any Shareholder of the transactions contemplated hereby, nor compliance by any Shareholder with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of RFCG's Certificate of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any RFCG Subsidiary or the governing instruments of any Shareholder that is not a natural person, or (ii) except as disclosed in Section 4.3 6.2 of the RFCG Company and Shareholder Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any RFCG Entity such Shareholder under, any Contract or Permit of any RFCG Entity other than those which are not such Shareholder, where such Default or Lien, or any failure to obtain such Consent, is reasonably likely to have, individually or in the aggregate, an RFCG a Company Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(a10.1(b), violate any Law or Order applicable to any Shareholder or to any RFCG Company Entity or any of their respective material Material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, and applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by the Shareholders of the transactions contemplated in this Agreement.

AUTHORITY OF SHAREHOLDERS; NO BREACH BY AGREEMENT. (a) Each of the Shareholders has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and each of the Ancillary Agreements to which such Shareholder is party and to perform its obligations under this Agreement and such Ancillary Agreements. This Agreement represents a legal, valid, and binding obligation of each Shareholder, enforceable against each Shareholder in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). Upon the execution and delivery by the Shareholders Each of the Ancillary Agreements, the Ancillary Agreements will constitute to which a Shareholder is party constitutes the legal, valid, and binding obligations of each such Shareholder, enforceable against each such Shareholder in accordance with their respective terms. The execution terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of this Agreement by each Shareholder represents creditors' rights generally and except that the written consent by such Shareholder to approval of this Agreement by the shareholders of RFCG without a meeting pursuant to Section 14A:5-6 availability of the NJBCAequitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought). (b) Neither the execution and delivery of this Agreement or any Ancillary Agreement by any Shareholder, nor the consummation by any Shareholder of the transactions contemplated herebyhereby or thereby, nor compliance by any Shareholder with any of the provisions hereof, will (i) conflict with or result in a breach of any provision of RFCGIcon's Certificate Articles of Incorporation or Bylaws or the certificate or articles of incorporation or bylaws of any RFCG Icon Subsidiary or the governing instruments of any Shareholder that is not a natural person, or (ii) except as disclosed in Section 4.3 of the RFCG Icon Disclosure Memorandum, constitute or result in a Default under, or require any Consent pursuant to, or result in the creation of any Lien on any Asset of any RFCG Icon Entity under, any Contract or Permit of any RFCG Icon Entity other than those which are not reasonably likely to have, individually or in the aggregate, an RFCG Icon Material Adverse Effect, or, (iii) subject to receipt of the requisite Consents referred to in Section 8.1(a), violate any Law or Order applicable to any Shareholder or to any RFCG Icon Entity or any of their respective material Assets. (c) Other than in connection or compliance with the provisions of the Securities Laws, and applicable state corporate and securities Laws, and other than Consents required from Regulatory Authorities, and other than notices to or filings with the Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to any employee benefit plans, or under the HSR Act, no notice to, filing with, or Consent of, any public body or authority is necessary for the consummation by the Shareholders of the transactions contemplated in this AgreementAgreement or any of the Ancillary Agreements. (d) The Shareholders have adopted this Agreement as and to the extent required by Law or by the provisions of any governing instruments.