AUTHORIZATION; NO INCONSISTENT AGREEMENTS. Purchaser has full ----------------------------------------- corporate power and authority to execute, deliver and perform this Agreement. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes its valid and legally binding obligation, subject to general equity principles, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. Purchaser has full corporate power and authority to make, execute and perform this Agreement, and the transactions contemplated hereby. This Agreement and all transactions required hereunder to be performed by Purchaser have been duly and validly authorized and approved by all necessary corporate action on the part of Purchaser. This Agreement has been duly and validly executed and delivered on behalf of Purchaser by its duly authorized officers, and this Agreement constitutes the valid and legally binding obligation of Purchaser enforceable, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated will constitute a violation or breach of the articles of incorporation or the bylaws of Purchaser or any provision of any contract or other instrument to which Purchaser is a party or by which any of the assets of Purchaser may be affected or secured, or any order, writ, injunction, decree, statute, rule or regulation to which Purchaser is subject, or will result in the creation of any lien, charge, or encumbrance on any of the assets of Purchaser or acceleration of any debt.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. (a) The Sellers have the full individual or entity power and authority to enter into and execute and deliver this Agreement and all other certificates, agreements or documents contemplated herein, to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. This Agreement and all transactions required hereunder to be performed by the Sellers have been duly and validly authorized and approved by all necessary entity action on the part of the Sellers. This Agreement constitutes, and when executed and delivered all other certificates, agreements or documents contemplated herein will constitute, the valid and legally binding obligation of the Sellers, subject to general equity principles, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, or similar Laws affecting the rights of creditors generally.
(b) The execution and delivery by the Sellers of this Agreement and the other agreements contemplated hereby to which the Sellers are a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Sellers, does not and shall not (i) conflict with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the giving of notice, the passage of time or both), (iii) result in the creation of any Encumbrance upon the Sellers' assets or Encumbrance upon the Interests pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a material violation of, or (vi) require any authorization, consent, approval, exemption or other action, by or notice or declaration to, or filing with, any third party or any Governmental Authority pursuant to any Law to which the Sellers are subject, or any agreement, instrument, order, judgment or decree to which the Sellers are subject.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. Each of Apple South and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, in the case of Apple South, the Escrow Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and, in the case of Apple South, the Escrow Agreement and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement have been duly authorized by all necessary corporate action on the part of Apple South and Merger Sub. This Agreement and the Escrow Agreement have, to the extent applicable, been duly executed and delivered by each of Apple South and Merger Sub and constitute the valid and binding obligation of each of them, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the rights of creditors generally and general principles of equity. The execution and delivery of this Agreement by Apple South and Merger Sub does not, and the execution and delivery of the Escrow Agreement by Apple South and the consummation of the transactions contemplated by this Agreement and the Escrow Agreement will not, (i) conflict with, or result in any violation or breach of any provision of the articles of incorporation or bylaws of Apple South or Merger Sub, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation, or acceleration of any obligation or loss of any benefit) under any of the terms, conditions, or provisions of any material agreement of Apple South or Merger Sub, or (iii) conflict with or violate any permit, concession, franchise, or license held by Apple South or Merger Sub or any Order or Law.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. Purchaser and Parent have the full corporate or limited liability company power and authority to make, execute, and perform this Agreement and the transactions contemplated hereby, the Ancillary Acquisitions and the Offering. This Agreement and all transactions required hereunder to be performed by Purchaser and Parent together with the Ancillary Acquisitions and Offering, have been duly and validly authorized and approved by all necessary action on the part of Purchaser and Parent. This Agreement has been duly and validly executed and delivered on behalf of Purchaser and Parent by their respective duly authorized officers, and this Agreement constitutes the valid and legally binding obligation of Purchaser and Parent enforceable against each, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or similar Laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated will constitute a violation or breach of the certificate of incorporation or by-laws of Purchaser (or similar governing document), the certificate of formation or limited liability company agreement of Parent, or any provision of any contract or other instrument to which Purchaser or Parent is a party or by which any of the assets of Purchaser or Parent may be affected or secured, or any order, writ, injunction, decree, statute, rule or regulation to which Purchaser or Parent is subject. Except as set forth on Schedule 5.2, the execution and delivery of this Agreement by Purchaser and Parent and the consummation of the transactions contemplated by this Agreement do not require the consent, approval or action of, or any filing with or notice to any Governmental Authority or other third party.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. HSNS has full corporate power and authority to execute, deliver and perform this Agreement and the Other Agreements to which it is a party. This Agreement has been, and such Other Agreements have been duly and validly executed and delivered by HSNS and constitute the valid and legally binding obligations of HSNS, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting the rights of creditors generally.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. Each of Purchaser and Parent has full corporate power and authority to make, execute and perform this Agreement and the transactions contemplated hereby. This Agreement and all transactions required hereunder to be performed by Purchaser and Parent have been duly and validly authorized and approved by all necessary corporate action on the part of Purchaser and Parent. This Agreement has been duly and validly executed and delivered on behalf of Purchaser and Parent by their respective duly authorized officers, and this Agreement once so approved shall constitute the valid and legally binding obligation of Purchaser and Parent enforceable in accordance with its terms. Neither the execution and delivery of this Agreement by Purchaser and Parent nor the consummation by Purchaser and Parent of the transactions nor compliance by Purchaser and Parent with any of the provisions hereof will (i) conflict with or result in any breach of the Articles of Incorporation or Bylaws of Purchaser or Parent, as appropriate (true and correct copies of which have been provided to Seller and Shareholder), (ii) result in a violation or breach of, or constitute (with our without due notice or lapse of time or both) a default under any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Purchaser or Parent is a party or by which they or any of their respective properties or assets may be bound, or (iii) violate any Order or Law applicable to Purchaser or Parent or any of the properties or assets of Purchaser or Parent.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. The Selling ----------------------------------------- Shareholder has full corporate power and authority to make, execute and perform this Agreement, and the transactions contemplated hereby. This Agreement and all transactions required hereunder to be performed by the Selling Shareholder have been duly and validly authorized and approved by all necessary corporate action on the part of the Selling Shareholder. This Agreement has been duly and validly executed and delivered on behalf of the Selling Shareholder by its duly authorized officers, and this Agreement constitutes the valid and legally binding obligation of the Selling Shareholder enforceable, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated will constitute a violation or breach of the articles of association or the charter of the Selling Shareholder. The execution, delivery and performance of this Agreement do not require the consent, approval or action of, or any filing with or notice to any third person or entity.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. The Company has full ----------------------------------------- corporate power and authority to make, execute and perform this Agreement, and the transactions contemplated hereby. This Agreement and all transactions required hereunder to be performed by the Company have been duly and validly authorized and approved by all necessary corporate action on the part of the Company. This Agreement has been duly and validly executed and delivered on behalf of the Company by its duly authorized officers, and this Agreement constitutes the valid and legally binding obligation of the Company enforceable, subject to general equity principles, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement nor the consummation of the transactions hereby contemplated will constitute a violation or breach of the certificate of incorporation or the bylaws of the Company. The execution, delivery and performance of this Agreement do not require the consent, approval or action of, or any filing with or notice to any third person or entity.
AUTHORIZATION; NO INCONSISTENT AGREEMENTS. Each of Merger Sub (upon its incorporation) and Parent has full corporate power and authority to execute and deliver this Agreement and the Other Agreements to which it is a party and to perform and comply with this Agreement and the Other Agreements to which it is a party in accordance with their respective terms. All proceedings required to be taken by Merger Sub or Parent, to authorize the execution, delivery and performance of this Agreement and the Other Agreements to which it is a party have been or will be, prior to the Effective Time, properly taken, and this Agreement and the Other Agreements to which it is a party constitute the valid and legally binding obligations of Merger Sub or Parent, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and the Other Agreements to which Merger Sub or Parent is a party, nor the consummation of the transactions contemplated herein or therein will (i) result in a violation of their respective articles of incorporation or bylaws or any Law or Order, or (ii) result in a breach of, conflict with or default under any contract or other instrument to which Parent or Merger Sub is a party or by which any of the assets of Parent or Merger Sub may be affected or secured, or will result in the creation of any Lien on any of the assets of Parent or Merger Sub or acceleration of any debt.
