Common use of AUTHORIZATION; NO INCONSISTENT AGREEMENTS Clause in Contracts

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. 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, Registration Rights 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 Registration Rights 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, has been duly executed and delivered by each of Apple South and Merger Sub and constitute constitutes 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 and Registration Rights 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. 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 the Registration Rights 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 Registration Rights 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, has been duly executed and delivered by each of Apple South and Merger Sub and constitute constitutes 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 and Registration Rights 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.