Common use of Authorization; Non-Contravention Clause in Contracts

Authorization; Non-Contravention. Seller has the requisite legal power and authority to enter into this Agreement and the transactions and to perform the transactions and agreements contemplated hereby and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller and, upon the due execution hereof by each Buyer, constitutes a valid and binding agreement enforceable against the Seller in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations. Neither the execution and delivery of this Agreement, the consummation of the transactions and agreements contemplated hereby, nor compliance with the terms, conditions or provisions hereof, will (i) result in a violation of any of the terms, conditions or provisions of Seller’s organizational documents, (ii) result in a violation of any law, rule or regulation applicable to Seller, or (iii) constitute a default or create a right of termination or acceleration under any material agreement or instrument to which Seller is a party, except in the case of clause (ii) or (iii) for such violations, defaults or rights of termination or acceleration that would not result in a material adverse effect upon Seller’s ability to perform its obligations or consummate the transactions hereunder.

Authorization; Non-Contravention. Seller Such Buyer has the requisite legal power and authority to enter into this Agreement and the transactions and to perform the transactions and agreements contemplated hereby and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller such Buyer and, upon the due execution hereof by each BuyerSeller, constitutes a valid and binding agreement enforceable against the Seller such Buyer in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ ' rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations. Neither the execution and delivery of this Agreement, the consummation of the transactions and agreements contemplated hereby, nor compliance with the terms, conditions or provisions hereof, will (i) result in a violation of any of the terms, conditions or provisions of Seller’s such Buyer's organizational documentsdocuments (if applicable), (ii) result in a violation of any law, rule or regulation applicable to Sellersuch Buyer, or (iii) constitute a default or create a right of termination or acceleration under any material agreement or instrument to which Seller such Buyer is a party, except in the case of clause (ii) or (iii) for such violations, defaults or rights of termination or acceleration that would not result in a material adverse effect upon Seller’s such Buyer's ability to perform its obligations or consummate the transactions hereunder.

Authorization; Non-Contravention. Seller has the requisite legal power (a) The execution, delivery and authority to enter into performance of this Agreement and all of the transactions other agreements and instruments contemplated hereby to perform which the transactions Company is party have been duly authorized by the unanimous written consent of the Shareholders and the Board of Directors of the Company, and no other act or proceeding on the part of the Company or any Shareholder is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and the consummation of the transactions contemplated hereby or thereby. No shareholder has exercised or preserved the right to carry out its obligations hereunderexercise appraisal or dissenter’s rights under Section 351.455 of the Missouri Act with respect to the transactions contemplated by this Agreement. This Agreement has been duly authorized, executed and delivered by Seller and, upon the due execution hereof by each Buyer, Company and constitutes a valid and binding agreement obligation of the Company, enforceable against the Seller in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which a Shareholder is a party, including without limitation the Stockholders’ Agreement, the Non-Competition Agreements, and the Shareholder’s Certifications, when executed and delivered by such Shareholder, in accordance with the terms hereof and thereof, shall each constitute a valid and binding obligation of such Shareholder, enforceable in accordance with its respective terms, except to the extent that the enforcement thereof such validity, binding effect and enforceability may be subject to or limited by (i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, moratorium conveyance or other similar laws now or hereafter in effect relating to creditors’ or affecting the rights of creditors generally, and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement enforceability is considered in a proceeding at law or in equity or at law) and (iii) public policy considerations. Neither the execution and delivery of this Agreement, the consummation of the transactions and agreements contemplated hereby, nor compliance with the terms, conditions or provisions hereof, will (i) result in a violation of any of the terms, conditions or provisions of Seller’s organizational documents, (ii) result in a violation of any law, rule or regulation applicable to Seller, or (iii) constitute a default or create a right of termination or acceleration under any material agreement or instrument to which Seller is a party, except in the case of clause (ii) or (iii) for such violations, defaults or rights of termination or acceleration that would not result in a material adverse effect upon Seller’s ability to perform its obligations or consummate the transactions hereunderequity).

Authorization; Non-Contravention. Seller Such Buyer has the requisite legal power and authority to enter into this Agreement and the transactions and to perform the transactions and agreements contemplated hereby and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller such Buyer and, upon the due execution hereof by each BuyerSeller, constitutes a valid and binding agreement enforceable against the Seller such Buyer in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations. Neither the execution and delivery of this Agreement, the consummation of the transactions and agreements contemplated hereby, nor compliance with the terms, conditions or provisions hereof, will (i) result in a violation of any of the terms, conditions or provisions of Sellersuch Buyer’s organizational documentsdocuments (if applicable), (ii) result in a violation of any law, rule or regulation applicable to Sellersuch Buyer, or (iii) constitute a default or create a right of termination or acceleration under any material agreement or instrument to which Seller such Buyer is a party, except in the case of clause (ii) or (iii) for such violations, defaults or rights of termination or acceleration that would not result in a material adverse effect upon Sellersuch Buyer’s ability to perform its obligations or consummate the transactions hereunder.

Authorization; Non-Contravention. Seller has the requisite legal power and authority to enter into this Agreement and the transactions and to perform the transactions and agreements contemplated hereby and to carry out its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller and, upon the due execution hereof by each Buyer, constitutes a valid and binding agreement enforceable against the Seller in accordance with its terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ ' rights generally, (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) public policy considerations. Neither the execution and delivery of this Agreement, the consummation of the transactions and agreements contemplated hereby, nor compliance with the terms, conditions or provisions hereof, will (i) result in a violation of any of the terms, conditions or provisions of Seller’s 's organizational documents, (ii) result in a violation of any law, rule or regulation applicable to Seller, or (iii) constitute a default or create a right of termination or acceleration under any material agreement or instrument to which Seller is a party, except in the case of clause (ii) or (iii) for such violations, defaults or rights of termination or acceleration that would not result in a material adverse effect upon Seller’s 's ability to perform its obligations or consummate the transactions hereunder.