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 Purchased Shares and to perform fully its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming due execution and delivery by, and enforceability against, the Company, constitutes the valid and binding obligation of 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 Shareholder or in connection with the execution and delivery by Shareholder of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholder and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by Shareholder will not:
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:
Authority to Execute and Perform Agreement; No Breach. Each Seller 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 Seller and, assuming due execution and delivery by, and enforceability against, Purchasers, constitutes the valid and binding obligation of such Seller 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 Sellers or in connection with the execution and delivery by such Sellers of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by such Sellers and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by such Sellers will not:
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. 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:
Authority to Execute and Perform Agreement; No Breach. Shareholders and the Company, respectfully, 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 Company Capital Stock and to perform fully their respective obligations hereunder. This Agreement has been duly executed and delivered by Shareholders and the Company and, assuming due execution and delivery by, and enforceability against, Radiant, constitutes the valid and binding obligation of Shareholders and the Company 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). Except as set forth on Schedule 3.2, 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 Shareholders or the Company or in connection with the execution and delivery by the Shareholders or the Company of this Agreement and consummation and performance by them of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Shareholders and the Company and the consummation of the transactions contemplated hereby in accordance with the terms and conditions hereof by the Shareholders and the Company will not:
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. Each of Shareholders and Target has the full legal right and power and all authority and approvals required to enter into, execute and deliver this Agreement (and each other agreement delivered or to be delivered in connection herewith) and to perform fully its, his or her respective obligations hereunder and thereunder. This Agreement (and each other agreement delivered or to be delivered in connection herewith) has been duly executed and delivered to Parent by Target and the Shareholders and, assuming due execution and delivery by, and enforceability against, Parent, constitutes the valid and binding obligation of Target and each Shareholder, enforceable against them in accordance with their respective terms, subject to the qualifications that enforcement of the rights and remedies created hereby and thereby 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 Target and any Shareholder in connection with the execution and delivery by Target and the Shareholders of this Agreement (and each other agreement delivered or to be delivered in connection herewith) and the consummation and performance by them of the transactions contemplated hereby and thereby, other than as set forth on Schedule 4.9. The execution, delivery and performance of this Agreement (and each other agreement delivered or to be delivered in connection herewith) by Target and the Shareholders and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof by the Shareholders will not:
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. The execution and
