BINDING OBLIGATION; NO DEFAULT. The execution, delivery and performance of this Agreement does not and will not violate Purchaser's Articles of Incorporation or Bylaws or constitute a default under or a violation of any agreement, order, award, judgment, decree, statute, law, rule, regulation or any other instrument to which Purchaser is a party or by which it or its property is bound or to which it or its property is bound or to which it or its property is subject. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms.
BINDING OBLIGATION; NO DEFAULT. Sellers have duly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not, to the best of Sellers' knowledge, constitute a default under or a violation of any agreement, order, award, judgment, decree, statute, law, rule, regulation or any other instrument to which either Seller is a party or by which either Seller or the property of either Seller may be bound or may be subject. This Agreement constitutes the legal, valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms.
BINDING OBLIGATION; NO DEFAULT. Purchaser has duly taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not, violate each of their respective articles of incorporation or bylaws, or to the best of Purchaser's knowledge, constitute a default under or a violation of any agreement, order, award, judgment, decree, statute, law, rule, regulation or any other instrument to which Purchaser or the property of Purchaser may be bound or may be subject. This Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.
BINDING OBLIGATION; NO DEFAULT. Omni has duly taken all corporate action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not (a) CONTRAVENE, CONFLICT WITH, OR RESULT IN A VIOLATION OF, OR GIVE ANY PERSON (AS DEFINED HEREIN) THE RIGHT TO CHALLENGE ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR TO EXERCISE ANY REMEDY OR OBTAIN ANY RELIEF UNDER, ANY LAW, RULE, REGULATION, JUDGMENT, ORDER, INJUNCTION, DECREE OR RULING OF ANY COURT, TRIBUNAL, ARBITRATOR OR GOVERNMENTAL AUTHORITY, DOMESTIC OR FOREIGN TO WHICH OMNI, OR ANY OF THE ASSETS OWNED OR USED BY OMNI, MAY BE SUBJECT; (b) CONTRAVENE, CONFLICT WITH, OR RESULT IN A VIOLATION OF ANY OF THE TERMS OR REQUIREMENTS OF, OR GIVE ANY PERSON THE RIGHT TO REVOKE, WITHDRAW, SUSPEND, CANCEL, TERMINATE, OR MODIFY, ANY LICENSE, PERMIT OR OTHER AUTHORIZATION THAT IS HELD BY OMNI OR THAT OTHERWISE RELATES TO THE BUSINESS, OR ANY OF THE TRANSFERRED ASSETS; OR (c) CONTRAVENE, CONFLICT WITH, OR RESULT IN A VIOLATION OR BREACH OF ANY PROVISION OF, OR GIVE ANY PERSON THE RIGHT TO DECLARE A DEFAULT OR EXERCISE ANY REMEDY UNDER, OR TO ACCELERATE THE MATURITY OR PERFORMANCE OF, OR TO CANCEL, TERMINATE, OR MODIFY, ANY CONTRACT (AS HEREINAFTER DEFINED) TO WHICH OMNI IS A PARTY. This Agreement constitutes the legal, valid and binding obligation of Omni enforceable against Omni in accordance with its terms, subject to equitable principles affecting creditors generally.
BINDING OBLIGATION; NO DEFAULT. CNG has duly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not (a) contravene, conflict with, or result in a violation of, or give any person the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any law, rule, regulation, judgment, order, injunction, decree or ruling of any court, tribunal, arbitrator or governmental authority, domestic or foreign to which any of CNG, or any of the assets owned or used by CNG, may be subject; (b) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any license, permit or other authorization that is held by CNG or that otherwise relates to the business of, or any of the assets owned or used by, CNG; or (c) contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any contract, commitment, agreement, arrangement, plan or understanding (each, a "Contract") to which CNG is a party; PROVIDED, HOWEVER, that CNG's execution and performance of this Agreement will constitute a default under that certain Credit Facility dated July 24, 1998, attached hereto as Schedule 1.2, and made a part hereof by reference (the "Credit Facility"), unless the Lenders (defined in the Credit Facility) approve of or consent to CNG's execution and performance of this Agreement. This Agreement constitutes the legal, valid and binding obligation CNG, enforceable against CNG in accordance with its terms, subject to laws of general application affecting creditors generally.
BINDING OBLIGATION; NO DEFAULT. CLCK has duly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not (a) contravene, conflict with, or result in a violation of, or give any person the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any law, rule, regulation, judgment, order, injunction, decree or ruling of any court, tribunal, arbitrator or governmental authority, domestic or foreign to which CLCK, or any of its assets, may be subject; (b) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any license, permit or other authorization that is held by CLCK or that otherwise relates to the business of, or any of the assets owned or used by, CLCK; or (c) contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract to which CLCK is a party. This Agreement constitutes the legal, valid and binding obligation of CLCK, enforceable against CLCK in accordance with its terms, subject to laws of general application affecting creditors generally.
BINDING OBLIGATION; NO DEFAULT. Each of the respective ARR Parties has duly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not (a) contravene, conflict with, or result in a violation of, or give any person the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any law, rule, regulation, judgment, order, injunction, decree or ruling of any court, tribunal, arbitrator or governmental authority, domestic or foreign to which any of the respective ARR Parties, or any of the assets owned or used by ARR, may be subject; (b) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any license, permit or other authorization that is held by ARR or that otherwise relates to the business of, or any of the assets owned or used by, ARR; or (c) contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract to which ARR is a party. This Agreement constitutes the legal, valid and binding obligation of each of the respective ARR Parties, enforceable against each of the respective ARR Parties in accordance with its terms.
BINDING OBLIGATION; NO DEFAULT. Subject to approval by the stockholders of KAK of the transactions contemplated by this Agreement, KAK has duly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not (a) contravene, conflict with, or result in a violation of, or give any person the right to challenge any of the transactions contemplated hereby or to exercise any remedy or obtain any relief under, any law, rule, regulation, judgment, order, injunction, decree or ruling of any court, tribunal, arbitrator or governmental authority, domestic or foreign to which KAK, or any of its assets, may be subject; (b) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any person the right to revoke, withdraw, suspend, cancel, terminate, or modify, any license, permit or other authorization that is held by KAK or that otherwise relates to the business of, or any of the assets owned or used by, KAK; or (c) contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract to which KAK is a party. This Agreement constitutes the legal, valid and binding obligation of KAK, enforceable against KAK in accordance with its terms.
BINDING OBLIGATION; NO DEFAULT. The execution, delivery and performance of this Agreement does not and will not violate JTC's Articles of Incorporation or Bylaws or constitute a default under or a violation of any agreement, order, award, judgment, decree, statute, law, rule, regulation or any other instrument to which each of Sellers is a party or by which it or its property is bound or to which it or its property is bound or to which it or its property is subject. This Agreement constitutes the legal, valid and binding obligation of each of Sellers, enforceable against each of Sellers in accordance with its terms.
BINDING OBLIGATION; NO DEFAULT. Purchaser has duly taken all action necessary to authorize the execution, delivery and performance of this Agreement and the other instruments and agreements contemplated hereby. Such execution, delivery and performance does not and will not, to the best knowledge of Purchaser, constitute a default under or a violation of any agreement, order, award, judgment, decree, statute, law, rule, regulation or any other instrument to which Purchaser is a party or by which Purchaser or the property of Purchaser may be bound or may be subject. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and subject to general principles of equity, whether applied in a proceeding in equity or at law.
