Capacity, Enforceability and Consents. (a) The Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has all requisite power and authority (corporate or other) to own, lease and operate its assets and properties and to carry on its business as presently conducted.
(b) The Guarantor has all requisite power and authority (corporate or other) to execute, deliver and perform its obligations under this Guaranty and to consummate the transactions contemplated hereby. The execution and delivery by the Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty have been duly and validly authorized by all requisite action on the part of the Guarantor, and this Guaranty constitutes a valid and binding obligation of the Guarantor enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law).
(c) The execution and delivery by the Guarantor of this Guaranty, the performance by the Guarantor of its obligations hereunder and the consummation by the Guarantor of the transactions contemplated hereby do not and will not: (i) violate any provision of the certificate of formation or limited liability company agreement (or comparable organizational documents with different names) of the Guarantor; (ii) require on the part of the Guarantor any notice or filing with, or any permits, licenses, authorizations, registrations, franchises, approvals, consents, certificates, variances and similar rights obtained, or required to be obtained, from, or other authorization of, or any exemption by, any Governmental Authority;
(iii) in any material respect, result in a violation or breach of, constitute a default under, result in the acceleration of, give rise to any right to accelerate, terminate, modify or cancel, or require any notice, consent, authorization, approval or waiver under, or result in any other adverse consequence under, any contract to which the Guarantor is a party or by which the Guarantor or any of its assets or properties is bound; (iv) violate or breach the terms of or cause any default under any law applicable to the Guarantor or any of its properties or assets; or (v) with the passage of time, the giving of...
Capacity, Enforceability and Consents. (a) The Shareholder has the power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by the Shareholder and to perform his obligations hereunder and thereunder.
(b) This Agreement has been and the other Transaction Documents to be executed and delivered by the Shareholder at the Closing will, at the Closing, have been duly executed and delivered by the Shareholder and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Shareholder enforceable against the Shareholder in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (whether in equity or at law).
(c) The execution, delivery and performance by the Shareholder of this Agreement and the other Transaction Documents to be executed and delivered by him and the consummation by the Shareholder of the transactions contemplated hereby and thereby do not and will not:
(i) (after notice or lapse of time or both) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Contract (excluding acceleration of Company stock options) to which the Shareholder is a party or by which any of his properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Contract;
(ii) violate or conflict with any Law applicable to the Shareholder or his properties; or
(iii) require any authorization, consent, order, permit or approval of, or notice to (excluding notices which may be filed after the fact with State Blue Sky authorities), or filing, registration or qualification with, any Government Authority.
Capacity, Enforceability and Consents. (a) The Stockholders’ Representative is a natural person and has the legal capacity to enter into this Agreement and the other Transaction Documents to be executed and delivered by the Stockholders’ Representative and to perform his obligations hereunder and thereunder.
(b) This Agreement has been, and the other Transaction Documents to be executed and delivered by the Stockholders’ Representative at the Closing will, at the Closing, have been, duly executed and delivered by the Stockholders’ Representative and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Stockholders’ Representative, enforceable against the Stockholders’ Representative in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law) affecting creditors’ rights generally or by the principles governing the availability of equitable remedies.
(c) The execution, delivery and performance of this Agreement and the other Transaction Documents to be executed by the Stockholders’ Representative and the consummation by the Stockholders’ Representative of the transactions contemplated hereby and thereby does not and will not:
(i) (after notice or lapse of time or both) violate, conflict with, result in a breach of any provision of, constitute a default under, result in or permit the modification, revocation, cancellation, termination or acceleration of, any Contract to which the Stockholders’ Representative are party to or by which any of his properties or assets are bound or otherwise subject, or require any consent or waiver of any party to any such Contract;
(ii) violate or conflict with any Law applicable to the Stockholders’ Representative or any of the Affiliates, businesses or properties of Stockholders’ Representative; or
(iii) require any authorization, consent, order, permit or approval of, or notice to, or filing, registration or qualification with, any Government Authority.
Capacity, Enforceability and Consents. (a) Such Seller is a natural person and has the legal capacity to execute, deliver and perform its obligations under this Agreement.
(b) This Agreement has been duly authorized, executed and delivered by such Seller and, subject to Equitable Principles, this Agreement constitutes the legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms.
(c) No approval, consent, qualification, order, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority, or any other Person in respect of any Requirement of Law, Contractual Obligation or otherwise, and no lapse of a waiting period under a Requirement of Law, is necessary or required to be obtained or made by such Seller in connection with the execution, delivery or performance by such Seller, or enforcement against such Seller, of this Agreement and the consummation of the Contemplated Transactions.
