Common use of Authorization; No Restrictions, Consents or Approvals Clause in Contracts

Authorization; No Restrictions, Consents or Approvals. The Shareholders have full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by the Shareholders and constitutes the legal, valid, binding and enforceable obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares and the consummation by RJ of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ or any applicable law relating to the Shareholders or RJ, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ is bound or to which any property of the Shareholders or RJ is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJ, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ is a party or by which any property or asset of the Shareholders or RJ is bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ is a party or by which the Shareholders or RJ may be bound, or result in the violation by the Shareholders or RJ of any laws to which the Shareholders or RJ may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders Each of Leisureplanet and Buyer have full power and authority to enter into and perform this Agreementthe Transaction Documents, and has taken all necessary corporate action to authorize the execution and delivery of the Transaction Documents and the performance by Leisureplanet and Buyer of its respective obligations hereunder and thereunder. This Agreement has The Transaction Documents have each been duly executed by the Shareholders Leisureplanet and constitutes Buyer and constitute the legal, valid, binding and enforceable obligation of the ShareholdersLeisureplanet and Buyer, enforceable against the Shareholders 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. The execution and delivery of this Agreement, the exchange of Shares Transaction Documents and the consummation by RJ Leisureplanet and Buyer of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of RJ Leisureplanet, the Certificate of Formation, or the Certificate of Incorporation and By-Laws of Buyer or any applicable law relating to the Shareholders or RJLaw, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ Leisureplanet or Buyer is bound or to which any property of the Shareholders Leisureplanet or RJ Buyer is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien Lien on any of the assets of the Shareholders or RJ, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ is a party or by which any property or asset of the Shareholders or RJ is bound or affected, pursuant to the terms of such agreement or instrumentPurchase Price, or (viv) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization from a Governmental Authority to which the Shareholders Leisureplanet or RJ Buyer is a party or by which the Shareholders Leisureplanet or RJ Buyer may be bound, or result in the violation by the Shareholders Leisureplanet or RJ Buyer of any laws Laws to which the Shareholders Leisureplanet or RJ Buyer or any assets of Leisureplanet or Buyer may be subject, which would materially adversely affect have a material adverse effect on the transactions contemplated herein. No governmental or regulatory authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body filings which may be required under the Laws, on the part of Leisureplanet or governmental authority or any other person is necessary or required Buyer in connection with the execution execution, delivery, and delivery by performance of the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunderTransaction Documents.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have Shareholder has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by the Shareholders Shareholder and constitutes the legal, valid, binding and enforceable obligation of the ShareholdersShareholder, enforceable against the Shareholders Shareholder in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares and the consummation by RJ xxxXXX.xxx, inc. of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ xxxXXX.xxx, inc. or any applicable law relating to the Shareholders Shareholder or RJxxxXXX.xxx, inc., (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ Shareholder xxxXXX.xxx, inc. is bound or to which any property of the Shareholders Shareholder or RJ xxxXXX.xxx, inc. is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders Shareholder or RJxxxXXX.xxx, inc., (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders Shareholder or RJ xxxXXX.xxx, inc. is a party or by which any property or asset of the Shareholders Shareholder or RJ xxxXXX.xxx, inc. is bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders Shareholder or RJ xxxXXX.xxx, inc. is a party or by which the Shareholders Shareholder or RJ xxxXXX.xxx, inc. may be bound, or result in the violation by the Shareholders Shareholder or RJ xxxXXX.xxx, XXXXXXXXX.XXX, INC. FORM 10-QSB - SEPTEMBER 30, 2000 inc. of any laws to which the Shareholders Shareholder or RJ xxxXXX.xxx, inc. may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders Shareholder of this Agreement or the performance by the Shareholders Shareholder of their respective his obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by the Shareholders and constitutes the legal, valid, binding and enforceable obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares and the consummation by RJ EMI of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ EMI or any applicable law relating to the Shareholders or RJEMI, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ is or EMI are bound or to which any property of the Shareholders or RJ EMI is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJEMI, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ EMI is a party or by which any property or asset of the Shareholders Shareholder or RJ is EMI are bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ is a party EMI, are parties or by which the Shareholders or RJ EMI may be bound, or result in the violation by the Shareholders or RJ EMI of any laws to which the Shareholders Shareholder or RJ EMI may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have full Seller has the corporate power and authority to enter into and perform this Agreementthe Transaction Documents to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. This Agreement All corporate action, including any required shareholder approval, necessary to authorize the execution and delivery by Seller of the Transaction Documents and the performance by Seller of its obligations thereunder has been duly taken. Each of the Transaction Documents to which Seller is a party has been duly executed by the Shareholders Seller and constitutes the its legal, valid, binding and enforceable obligation of the Shareholdersobligation, enforceable against the Shareholders it, 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. The Except as set forth in Section 3.1(b) of the Seller Disclosure Memorandum, the execution and delivery of this Agreementthe Transaction Documents, the exchange sale of Shares the Transferred Assets and the consummation by RJ Seller of the transactions contemplated herein, thereby do not and will shall not on the Closing Date (i) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of RJ or any applicable law relating to the Shareholders or RJSeller, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ Seller is bound or to which any property of the Shareholders or RJ Seller is subject, or, with or without the passage time or the giving of notice, or both, constitute a default thereunder, (iii) result in the creation or imposition of any lien Lien on any of the assets of the Shareholders or RJ, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ is a party or by which any property or asset of the Shareholders or RJ is bound or affected, pursuant to the terms of such agreement or instrumentTransferred Assets, or (viv) conflict with, or result results in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ is a party or by which the Shareholders or RJ may be bound, License and Permit or result in the violation by the Shareholders or RJ Seller of any laws Laws to which the Shareholders Seller or RJ any assets of Seller may be subject. Other than the transfer of Licenses and Permits, which would materially adversely affect the transactions contemplated herein. No no Governmental Authority authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body or governmental authority or any other person is necessary or filings which may be required under the Laws, on the part of Seller in connection with the execution execution, delivery, and delivery by performance of the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunderTransaction Documents.

Authorization; No Restrictions, Consents or Approvals. The Shareholders Parties have full power and authority to enter into and perform their obligations under this Agreement. This Agreement has been duly executed by the Shareholders Parties and constitutes the legal, valid, binding and enforceable obligation of the ShareholdersParties, enforceable against the Shareholders Parties in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares Agreement and the consummation by RJ the Parties of the transactions Transactions contemplated herein, hereby do not and will not on the Closing Date (iA) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ the Parties or any applicable law relating to the Shareholders or RJParties, (iiB) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which the Shareholders RJ is Parties are bound or to which any property of the Shareholders or RJ Parties is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which the Parties have obtained consent for the Transactions contemplated under this Agreement, (iiiC) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJParties, (ivD) constitute an event permitting termination of any material agreement or instrument to which the Shareholders or RJ is Parties are a party or by which any property or asset of the Shareholders or RJ Parties is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which the Parties have obtained consent for the Transactions contemplated under this Agreement, or (vE) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ is Parties are a party or by which the Shareholders or RJ Parties may be bound, or result in the violation by the Shareholders or RJ Parties of any laws to which the Shareholders or RJ Parties may be subject, which would materially adversely affect the transactions Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders Parties of this Agreement or the performance by the Shareholders Parties of their respective obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have AUFP has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by the Shareholders AUFP and constitutes the legal, valid, binding and enforceable obligation of the ShareholdersAUFP, enforceable against the Shareholders AUFP in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares Agreement and the consummation by RJ AUFP of the transactions contemplated herein, herein do not and will not on the Closing Date (iA) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ AUFP or any applicable law relating to the Shareholders or RJAUFP, (iiB) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which the Shareholders RJ AUFP is bound or to which any property of the Shareholders or RJ AUFP is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which AUFP has obtained consent for the transactions contemplated under this Agreement, (iiiC) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJAUFP, (ivD) constitute an event permitting termination of any material agreement or instrument to which the Shareholders or RJ AUFP is a party or by which any property or asset of the Shareholders or RJ AUFP is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which AUFP has obtained consent for the transactions contemplated under this Agreement, or (vE) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ AUFP is a party or by which the Shareholders or RJ AUFP may be bound, or result in the violation by the Shareholders or RJ AUFP of any laws to which the Shareholders or RJ AUFP may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders AUFP of this Agreement or the performance by the Shareholders AUFP of their respective its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have Shareholder has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by the Shareholders Shareholder and constitutes the legal, valid, binding and enforceable obligation of the ShareholdersShareholder, enforceable against the Shareholders Shareholder in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares Share Exchange and the consummation by RJ of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the Trust Agreement, articles of incorporation and and/or bylaws of RJ a Shareholder which is not an individual or ECG or any applicable law relating to the Shareholders Shareholder or RJECG, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ Shareholder or ECG is bound or to which any property of the Shareholders Shareholder or RJ ECG is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders Shareholder or RJECG, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders Shareholder or RJ ECG is a party or by which any property or asset of the Shareholders Shareholder or RJ ECG is bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders Shareholder or RJ ECG is a party or by which the Shareholders Shareholder or RJ ECG may be bound, or result in the violation by the Shareholders Shareholder or RJ ECG, of any laws to which the Shareholders Shareholder or RJ ECG may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders Shareholder of this Agreement or the performance by the Shareholders Shareholder of their respective his or its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by the Shareholders and constitutes the legal, valid, binding and enforceable obligation of the Shareholders, enforceable against the Shareholders in accordance with its terms. The execution and delivery of this Agreement, the exchange of Shares and the consummation by RJ Advanced of the transactions contemplated herein, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles of incorporation and bylaws of RJ Advanced or any applicable law relating to the Shareholders or RJAdvanced, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ is or Advanced are bound or to which any property of the Shareholders or RJ Advanced is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJAdvanced, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ Advanced is a party or by which any property or asset of the Shareholders Shareholder or RJ is Advanced are bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which the Shareholders or RJ is a party Advanced, are parties or by which the Shareholders or RJ Advanced may be bound, or result in the violation by the Shareholders or RJ Advanced of any laws to which the Shareholders Shareholder or RJ Advanced may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have Each of Buyer and Parent has full power and authority to enter into and perform this Agreementthe Transaction Documents to which it is a party, and has taken all necessary corporate action to authorize the execution and delivery of the Transaction Documents to which it is a party and the performance by it of its respective obligations hereunder and thereunder. This Agreement has Each of the Transaction Documents to which Buyer or Parent is a party have each been duly executed by the Shareholders Buyer or Parent, as applicable, and constitutes the legal, valid, binding and enforceable obligation of the ShareholdersBuyer or Parent is applicable, enforceable against the Shareholders Buyer and Parent, subject to general equity principles, in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally. The execution and delivery of this Agreementthe Transaction Documents, the exchange delivery of the Shares and the consummation by RJ Buyer and Parent of the transactions contemplated herein, herein do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of RJ Buyer or any applicable law relating to the Shareholders or RJParent, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which the Shareholders RJ Buyer or Parent is bound or to which any property of the Shareholders or RJ Buyer is subject, or constitute a default thereunder, or (iii) result in the creation or imposition of any lien on any of the assets of the Shareholders or RJ, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ is a party or by which any property or asset of the Shareholders or RJ is bound or affected, pursuant to the terms of such agreement or instrument, or (v) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any material license, permit or other governmental authorization from a Governmental Authority to which the Shareholders Buyer or RJ Parent is a party or by which the Shareholders Buyer or RJ Parent may be bound, or result in the violation by the Shareholders Buyer or RJ Parent of any laws Laws to which the Shareholders Buyer or RJ Parent may be subject, in each case, which would materially adversely affect have a material adverse effect on the transactions contemplated herein, other than pursuant to applicable Securities Laws. No governmental or regulatory authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body filings which may be required under the Laws, on the part of Buyer or governmental authority or any other person is necessary or required Parent in connection with the execution execution, delivery, and delivery by performance of the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunderTransaction Documents.

Authorization; No Restrictions, Consents or Approvals. The Shareholders have full Company and Parent each has the corporate power and authority to enter into and perform this Agreementthe Transaction Documents to which it is a party to perform its obligations thereunder, and to consummate the transactions contemplated thereby. This Agreement All corporate action necessary to authorize the execution and delivery by Company and Parent, as applicable, of the Transaction Documents and the performance by them of their respective obligations thereunder has been duly taken. Each of the Transaction Documents to which Company or Parent is a party has been duly executed by the Shareholders Company or Parent, as applicable, and constitutes the its legal, valid, binding and enforceable obligation of the Shareholdersobligation, enforceable against the Shareholders it, 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. The execution and delivery of this Agreementthe Transaction Documents, the exchange sale of Shares the Transferred Assets and the consummation by RJ Company of the transactions contemplated hereinthereby, do not and will not on the Closing Date (i) conflict with or violate any of the terms of the articles Certificate of incorporation Incorporation and bylaws By-Laws of RJ Company or any applicable law relating to the Shareholders or RJParent, (ii) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which the Shareholders RJ Company or Parent is bound or to which any property of the Shareholders Company or RJ Parent is subject, or constitute a default thereunder, (iii) result in the creation or imposition of any lien Lien on any of the assets of the Shareholders or RJ, (iv) constitute an event permitting termination of any agreement or instrument to which the Shareholders or RJ is a party or by which any property or asset of the Shareholders or RJ is bound or affected, pursuant to the terms of such agreement or instrumentTransferred Assets, or (viv) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization from a Governmental Authority to which the Shareholders Company or RJ Parent is a party or by which the Shareholders Company or RJ Parent may be bound, or result in the violation by the Shareholders Company or RJ Parent of any laws Laws to which the Shareholders Company or RJ Parent or any assets of Company or Parent may be subject, which would materially adversely affect have a Material Adverse Effect on the transactions contemplated herein. No Other than the transfer of Licenses and Permits, no Governmental Authority authorization, consent or approval ofapproval, notice toorder, consent, or filing withis required, including, without limitation, any public body filings which may be required under the Laws, on the part of Company or governmental authority or any other person is necessary or required Parent in connection with the execution execution, delivery, and delivery by performance of the Shareholders of this Agreement or the performance by the Shareholders of their respective obligations hereunderTransaction Documents.