Common use of Capacity, Enforceability and Consents Clause in Contracts

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 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 its 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 Shareholder, and constitutes constitute (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 its 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). (c) The execution, delivery and performance by the Shareholder of this Agreement and the other Transaction Documents to be executed and delivered by him it and the consummation by the Shareholder of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of Shareholder’s trust instrument, if applicable; (ii) (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 its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Contract; (iiiii) violate or conflict with any Law applicable to the Shareholder or his its properties; or (iiiiv) 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)to, or filing, registration or qualification with, any Government Authority.

Capacity, Enforceability and Consents. (a) The Shareholder Interest/Share Holder has the power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by the Shareholder Interest/Share Holder and to perform his its 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, Interest/Share Holder have been duly executed and delivered by the Shareholder Interest/Share Holder, and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Shareholder Interest/Share Holder enforceable against the Shareholder such Interest/Share Holder 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). (c) The execution, delivery and performance by the Shareholder Interest/Share Holder of this Agreement and the other Transaction Documents to be executed and delivered by him or it and the consummation by the Shareholder Interest/Share Holder 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 Interest/Share Holder is a party or by which any of his or its 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 Interest/Share Holder or his or its 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)to, or filing, registration or qualification with, any Government Authority.

Capacity, Enforceability and Consents. (a) The Shareholder Interest Holder has the power and authority to enter into this Agreement and the other Transaction Documents to be executed and delivered by the Shareholder Interest Holder and to perform his its 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, Interest Holder have been duly executed and delivered by the Shareholder Interest Holder, and constitutes (or will constitute at the Closing, as applicable) the legal, valid and binding obligations of the Shareholder Interest Holder enforceable against the Shareholder such Interest Holder 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). (c) The execution, delivery and performance by the Shareholder Interest Holders of this Agreement and the other Transaction Documents to be executed and delivered by him it and the consummation by the Shareholder Interest Holders of the transactions contemplated hereby and thereby do not and will not: (i) contravene any provisions of the Interest Holders’ trust instrument; (ii) (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 Interest Holders are a party or by which any of his its properties or assets are bound or otherwise subject or require any consent or waiver of any party to any such Contract; (iiiii) violate or conflict with any Law applicable to the Shareholder Interest Holders or his its properties; or (iiiiv) 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)to, or filing, registration or qualification with, any Government Authority, except in connection with or in compliance with the provisions of the HSR Act.