Authority to Execute and Perform Agreement; No Breach. Such Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Company Shares owned by such Shareholder and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, Purchaser, constitutes the valid and binding obligation of such Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Shareholder or in connection with the execution and delivery by such Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby, other than as set forth on Schedule 1.2. The execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Shareholder will not:
(a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Shareholder is a party or by or to which any of the properties and assets of such Shareholder may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Shareholder or the securities, assets, properties or business of such Shareholder is bound; or
(c) knowingly violate any statute, law or regulation.
Authority to Execute and Perform Agreement; No Breach. Each Plaintiff has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by such Plaintiff and, assuming due execution and delivery by, and enforceability against, Defendants, constitutes the valid and binding obligation of such Plaintiff enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by such Plaintiffs or in connection with the execution and delivery by such Plaintiffs of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Plaintiffs and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Plaintiffs will not:
(a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which such Plaintiffs is a party or by or to which any of the properties and assets of such Plaintiffs may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either such Plaintiffs or the securities, assets, properties or business of such Plaintiffs is bound; or
(c) knowingly violate any statute, law or regulation.
Authority to Execute and Perform Agreement; No Breach. Shareholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the IPoint Stock and to perform fully their obligations hereunder. This Agreement has been duly executed and delivered by the Shareholder and, assuming due execution and delivery by, and enforceability against Swordfish, constitutes the valid and binding obligation of the Shareholder enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by the Shareholder or in connection with the execution and delivery by the Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by each Shareholder will not:
(a) violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a default under, any contract, lease, agreement or other instrument or obligation to which the Shareholder is a party or by or to which any of the properties and assets of the Shareholder may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which a Shareholder or the securities, assets, properties or business of any of them is bound; or
(c) violate any statute, law or regulation.
Authority to Execute and Perform Agreement; No Breach. The Members and the Company have the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Member Interests and to perform fully the respective obligations hereunder. This Agreement has been duly executed and delivered by the Member and the Company, assuming due execution and delivery by, and enforceability against, Royal, constitutes the valid and binding obligation of the Members and Company enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any Governmental Entity, and no approval or consent of, or filing, with any other Person is required to be obtained by the Member or the Company or in connection with the execution and delivery by the Members and the Company of this Agreement and consummation and performance by them of the transactions contemplated hereby.
Authority to Execute and Perform Agreement; No Breach. The execution and
Authority to Execute and Perform Agreement; No Breach. The execution ----------------------------------------------------- and delivery by the Company of this Agreement and each Transaction Agreement to which the Company is or will be a party, the consummation of the transactions contemplated hereby and thereby will not (a) require the Company to obtain any consent, approval, authorization or action of any Governmental Authority or any other person; (b) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both would constitute) a default under any contracts to which the Company and its Subsidiaries or any of their respective properties is or may be bound or subject; (c) violate any law or order of any Governmental Authority applicable to the Company and its Subsidiaries or any of their respective properties; (d) violate any provision of the Certificate of Incorporation or By-laws (or comparable instruments) of the Company and its Subsidiaries, except in the case of clauses (a), (b) and (c), as would not have a material adverse effect on the Condition of the Company.
Authority to Execute and Perform Agreement; No Breach. The execution and delivery by the Seller of this Agreement and each and every agreement and instrument contemplated hereby to which the Seller is or will be a party, the consummation of the transactions contemplated by this Agreement and the performance by the Seller of this Agreement and each such other agreement and instrument in accordance with their respective terms and conditions will not (a) require the Seller or the Company to obtain any consent, approval, authorization or action (the "Consents") of any Governmental Body or any other person except for the Consents set forth on Schedule 2.6 (which Consents have been obtained prior to Closing) and except for those Consents the failure to obtain which would not have a material adverse effect on the Company's business, condition (financial or otherwise) or prospects; (b) violate, conflict with or result in the breach of any of the terms and conditions of, result in a material modification of the effect of, otherwise cause the termination of or give any other contracting party the right to terminate, or constitute (or with notice of lapse of time or both would constitute) a default under any Contracts to which the Company or any of its properties is or may be bound or subject; (c) violate any Law or Order of any Governmental Body applicable to the Company or any of its properties; (d) violate any provision of the Certificate of Incorporation or By-laws (or comparable instruments) of the Company; or (e) violate or result in the revocation or suspension of any Permit.
Authority to Execute and Perform Agreement; No Breach. The Stockholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to assign, transfer and convey the PANTEL Common owned by the Stockholder and to perform fully its respective obligations hereunder. The Agreement, when executed and delivered by the Stockholder, shall constitute the valid and binding obligation of the Stockholder, enforceable in accordance with its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.
Authority to Execute and Perform Agreement; No Breach. Such FWAY Stockholder has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement, and to assign, transfer and convey the FWAY Common owned by such FWAY Stockholder and to perform fully its respective obligations hereunder. The Agreement, when executed and delivered by such FWAY Stockholder, shall constitute the valid and binding obligation of such FWAY Stockholder, enforceable in accordance with its terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.
Authority to Execute and Perform Agreement; No Breach. JWZ has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully his obligations hereunder. This Agreement has been duly executed and delivered by JWZ and, assuming due execution and delivery by, and enforceability against, the Company and NMC, constitutes the valid and binding obligation of JWZ enforceable in accordance with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). No approval or consent of, or filing with, any governmental or regulatory body, and no approval or consent of, or filing with, any other person is required to be obtained by JWZ or in connection with the execution and delivery by JWZ of this Agreement and consummation and performance by it of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by JWZ and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by JWZ will not:
(a) knowingly violate, conflict with or result in the breach of any of the material terms of, or constitute (or with notice or lapse of time or both would constitute) a material default under, any contract, lease, agreement or other instrument or obligation to which JWZ is a party or by or to which any of the properties and assets of JWZ may be bound or subject;
(b) violate any order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory body, by which either JWZ or the securities, assets, properties or business of JWZ is bound; or
(c) knowingly violate any statute, law or regulation.
