Authorization and Noncontravention. The execution and delivery of this Agreement by the Seller, and the agreements provided for herein, and the consummation by the Seller of all transactions contemplated hereby, have been duly authorized by all requisite corporate and shareholder action. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Seller is a party constitute the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as limited by applicable bankruptcy, reorganization, arrangement, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity. The execution, delivery and performance by the Seller of this Agreement and the agreements provided for herein, and the consummation by the Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Seller; (b) violate the provisions of the Articles of Incorporation or Bylaws of the Seller; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Seller pursuant to, any indenture, mortgage, deed of trust or other instrument or agreement to which the Seller is a party or by which the Seller or any of the Assets is or may be bound, which violation or conflict will have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement in accordance with the terms hereof.
Authorization and Noncontravention. (a) Neither the execution and delivery by the Seller of this Agreement and the agreements provided for herein, nor the consummation by the Seller of the transactions contemplated hereby and thereby, will (i) conflict with or violate any provision of the Certificate of Incorporation or Bylaws of the Seller, (ii) require on the part of the Seller any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (iii) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result 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, or other arrangement to which the Seller is a party or by which the Seller is bound or to which any of its assets is subject, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Seller or any of its properties or assets, except in all cases of subsections (ii), (iii) and (iv) above, where the failure to file, breach, termination, default, acceleration, or violation (as the case may be), would not have a material adverse effect on the Seller or on the ability of the parties to consummate the transactions contemplated by this Agreement.
Authorization and Noncontravention. (a) Seller has full partnership power and authority to enter into this Agreement and the agreements contemplated hereby being executed and delivered by Seller on the date hereof and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and all other agreements and transactions contemplated hereby being executed and delivered by Seller on the date hereof have been duly authorized by the general and limited partners of Seller and no other partnership proceedings on either of their part are necessary to authorize this Agreement and the agreements contemplated hereby being executed and delivered by Seller on the date hereof and the transactions contemplated hereby and thereby. This Agreement and all other agreements contemplated hereby being executed and delivered by Seller on the date hereof each constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except where as enforceability may be limited by bankruptcy, reorganization, moratorium and similar laws at the time in effect affecting the rights of creditors generally.
Authorization and Noncontravention. This Agreement has been ---------------------------------- duly and validly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The execution and delivery by the Company of this Agreement and the other agreements and instruments, including, without limitation, the Securityholders' Agreement among the Company, the Stockholders, and the Investors, dated as of August 16, 1999 (the "Securityholders' Agreement") to be executed and delivered by them in connection herewith do not and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of the Certificate of Incorporation or By-Laws of the Company; (ii) except as set forth on Schedule -------- 2.2, violate any provision of, or result in the termination or acceleration of, --- or default under, or entitle any party to accelerate (whether after the filing of notice or lapse of time or both) any obligation under, or result in the creation or imposition of any lien, charge, pledge, security interest or other encumbrance upon any of the assets of the Company pursuant to any provision of any mortgage, lien, lease, agreement, license, or instrument, or violate any law, regulation, order, arbitration award, judgment or decree to which the Company is a party or by which its property is bound; (iii) violate or conflict with, or create a default under, any other material restriction of any kind or character to which the Company is subject; (iv) require any governmental consent, authorization, filing, approval, or exemption, except as may be required by Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); or (v) violate any consent decree or requirement to which the Company is subject.
Authorization and Noncontravention. This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of Purchaser, enforceable 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, and no other proceedings on the part of Purchaser is necessary to authorize this Agreement and the consummation of the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor compliance by Purchaser with its terms and provisions will: (a) violate any provision of the certificate of incorporation or by-laws of Purchaser; (b) violate, breach, require any consent, approval or notice, allow any party to demand revision of any term, or with or without the giving of notice or the lapse of time or both constitute a default or create any right of acceleration or termination or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Purchaser under any mortgage, indenture, deed of trust, lease or contract provision, license, franchise, permit or other instrument to which Purchaser is a party or by which it is bound or to which any of its properties is subject; or (c) violate any law, statute or regulation or any injunction, order or decree of any government agency or authority or court to which Purchaser is subject.
Authorization and Noncontravention. The execution and delivery of ---------------------------------- this Agreement by the Buyer, and the agreements provided for herein, and the consummation by the Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all requisite corporate action on the part of the Buyer, including without limitation, any internal approvals. This Agreement and all such other agreements and written obligations entered into and undertaken in connection with the transactions contemplated hereby constitute the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms. Except as set forth in Schedule 6.02 ------------- attached hereto, neither the execution and delivery by the Buyer of this Agreement and the agreements provided for herein, nor the consummation by the Buyer of the transactions contemplated hereby and thereby, will, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Buyer; (b) violate the provisions of the Buyer's charter documents; (c) require on the part of the Buyer any filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (d) violate any judgment, decree, order or award of any court, governmental body or arbitrator applicable to the Buyer or any of its properties or assets; or (e) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Buyer pursuant to, any indenture, mortgage, deed of trust or other agreement or instrument to which the Buyer is a party or by which the Buyer is or may be bound, except in all cases of subsections (c) through (e) above, where the failure to file, violation, conflict, breach, termination, default, or acceleration (as the case may be), would not have a material adverse effect on the Buyer or on the ability of the Buyer to consummate the transactions contemplated by this Agreement.
Authorization and Noncontravention. (1) This Agreement has been, and by the Closing each other Seller Document shall have been, duly authorized, executed and delivered by the Seller Parties that are parties thereto and constitutes or shall constitute by the Closing, the valid, legal and binding obligations of each of the Seller Parties that are parties thereto, enforceable in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights, and to general equity principles (including, without limitation, concepts of mutuality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether the issue of enforceability is considered in a proceeding in equity or law). All corporate acts or other proceedings required to be taken by the Company to authorize it to carry out this Agreement and the transactions contemplated herein have been properly taken, and with respect to the other Seller Documents shall have been properly taken by the Closing.
Authorization and Noncontravention. This Agreement has been duly signed and delivered by Buyer, and this Agreement and the Buyer Documents constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights, and to general equity principles (including, without limitation, concepts of mutuality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, regardless of whether the issue of enforceability is considered in a proceeding in equity or law).
Authorization and Noncontravention. (a) Seller has full power and authority to enter into this Agreement and the agreements contemplated hereby to which Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and all other agreements and transactions contemplated hereby have been duly authorized by the Board of Directors and the Shareholders of Seller and no other corporate proceedings on any of their part are necessary to authorize this Agreement and the agreements contemplated hereby and the transactions contemplated hereby and thereby. This Agreement and all other agreements contemplated hereby to be entered into by Seller each constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
Authorization and Noncontravention. (a) Buyer has all requisite power and authority to enter into this Agreement and the related documents to which it is or is to become a party and perform its obligations under this Agreement and such related documents. This Agreement constitutes the valid and legally binding obligation of Buyer, enforceable in accordance with its terms and conditions, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws and to general principles of equity (whether considered in proceedings at law or in equity).
