CAPACITY; INCONSISTENT OBLIGATIONS. Except as set forth in the Disclosure Memorandum, the execution, delivery and performance of this Agreement and each of the documents hereunder to which any Company Shareholder or the Company is a party will not (i) result in a violation of the Company's Charter Documents or bylaws, or any Law, or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment or any Order, to which the Company or any Company Shareholder is a party or by which any of them or any of their respective assets and properties, including, without limitation, the Company Shares, is subject or bound; nor will such actions result in (A) the creation of any Lien on any of the Company Shares or any of the Company's assets or properties, (B) the acceleration or creation of any Liability of the Company, (C) the forfeiture of any right or privilege of the Company, or (D) the forfeiture of any right or privilege of any Company Shareholder which may affect such Company Shareholder's ability to perform under this Agreement.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Each Transferring Entity has the corporate or partnership power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which such Transferring Entity is a party in accordance with their respective terms. The Transaction Documents to which each Transferring Entity is a party have been, or will be, prior to the first Closing in which any of its Sites is included, duly and validly executed and delivered by such Transferring Entity and constitute, or will constitute, prior to the first Closing in which any of its Sites is included, the valid and legally binding obligations of such Transferring Entity subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Except as set forth in the Disclosure Schedule, neither the execution and delivery of the Transaction Documents to which such Transferring Entity is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of such Transferring Entity's articles of incorporation or bylaws, or (ii) to such Transferring Entity's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which such Transferring Entity is a party, except where such breach or default would not have a Material Adverse Effect.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) TowerCo has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which it is a party in accordance with their respective terms. The Transaction Documents to which TowerCo is a party have been duly and validly executed and delivered by TowerCo and constitute the valid and legally binding obligations of TowerCo subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of the Transaction Documents to which TowerCo is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of TowerCo's certificate of incorporation or bylaws, (ii) to TowerCo's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which TowerCo is a party, except where such breach or default would not have a material adverse effect on TowerCo, or (iii) result in the creation or imposition of any Liens upon its properties and assets, other than Permitted Liens.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Summus and each Stockholder has the full right, power and legal capacity to execute, deliver and perform his or its obligations under this Agreement and the Other Agreements to which Summus or such Stockholder is a party. This Agreement and the Other Agreements have been duly and validly executed and delivered by Summus and each such Stockholder and constitute the valid and legally binding obligations of Summus and each such Stockholder, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) The execution, delivery and performance of this Agreement and the Other Agreements to which any Stockholder or Summus is a party will not (i) result in a violation of Summus' articles of incorporation or bylaws, or any Law, or (ii) result in a material breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other material instrument, contract, agreement or commitment or any Order, to which Summus or any Stockholder is a party or by
CAPACITY; INCONSISTENT OBLIGATIONS. (a) The Shareholders have the full right, power and authority to execute, deliver, and perform and comply with, this Agreement. This Agreement has been duly and validly executed and delivered by Shareholders and Trans-Mex and constitute the valid and legally binding obligations of both, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated herein or therein will, including, but not limited to the issuance of the New Shares, (i) result in a violation of the articles of incorporation, charter or bylaws of Trans-Mex or any Law or Order binding on the Shareholders or Trans-Mex, or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment to which, with respect to clauses (i) and (ii), either Trans-Mex or Shareholders are a party or by which either of them or any of their respective assets and properties, is subject or bound; nor will such actions result in (w) the creation of any Lien on any of the capital stock of Trans-Mex's assets or properties, (x) the acceleration or creation of any obligation of Trans-Mex, (y) the forfeiture of any material right or privilege of Trans-Mex, or (z) the forfeiture of any material right or privilege of the Shareholders which may affect their ability to perform under this Agreement.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Each Shareholder has the full right, power and authority to execute and deliver this Agreement and the Other Agreements to which he is a party and to perform and comply with this Agreement and the Other Agreements to which he is a party. This Agreement and the Other Agreements to which any Shareholder is a party have been duly and validly executed and delivered by such Shareholder and constitute the valid and legally binding obligations of such Shareholder, enforceable in accordance with their respective terms.
(b) Neither the execution and delivery of this Agreement and the Other Agreements to which any Shareholder or the Company is a party, nor the consummation of the transactions contemplated herein or therein will (i) result in a violation of the Company's articles of incorporation or bylaws, any Law or Order or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment to which, with respect to clauses (i) and (ii), either the Company or any Shareholder is a party or by which either of them or any of their respective assets and properties, including, without limitation, the Shares, is subject or bound; nor will such actions result in (w) the creation of any Lien on any of the Shares or any of the Company's assets or properties, (x) the acceleration or creation of any obligation of the Company, (y) the forfeiture of any material right or privilege of the Company, or (z) the forfeiture of any material right or privilege of any Shareholder which may affect such Shareholder's ability to perform under this Agreement.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Each Seller has the ---------------------------------- full corporate power and authority to execute, deliver and perform its obligations under this Agreement and any other agreements contemplated hereby to which it is a party (the "OTHER AGREEMENTS"). Each Xxxx Shareholder has the full legal capacity to execute, deliver and perform his obligations under this Agreement and the Other Agreements to which he is a party. This Agreement and each of the Other Agreements has been duly and validly executed and delivered by each Seller and each Xxxx Shareholder and constitutes the valid and legally binding obligation of each such Seller and Xxxx Shareholder, subject to general equity principles, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) The execution, delivery and performance of this Agreement and each Other Agreement by Sellers and the Xxxx Shareholders, as applicable, will not (i) result in a violation of either Seller's articles of incorporation or bylaws or any Law or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment, or any Order, to which either Seller or any Xxxx Shareholder is a party or by which it or any of its respective assets and properties, including, without limitation, the Transferred Assets, is subject or bound; nor will such actions result in (w) the creation of any Lien on any of the Transferred Assets, (x) the acceleration or creation of any Liability or obligation of either Seller or any Xxxx Shareholder, or (y) the forfeiture of any right or privilege of either Seller or any Saez Shareholder.
(c) All of the issued and outstanding shares of capital stock of each Seller are owned of record and beneficially by the Xxxx Shareholders and other individuals as set forth on SCHEDULE 3.2, free and clear of any and all Liens, including any adverse claim of any former shareholder of either Seller. Except as set forth on SCHEDULE 3.2, there are no outstanding contracts, demands, commitments or other agreements or arrangements under which any of the Xxxx Shareholders or either Seller are or may become obligated to sell, transfer or assign any such shares.
CAPACITY; INCONSISTENT OBLIGATIONS. 32 7.4 Consents........................................................................................ 33 7.5 No Violation; Compliance with Laws.............................................................. 33 7.6 Liabilities..................................................................................... 33 7.7
CAPACITY; INCONSISTENT OBLIGATIONS. (a) CCIC has the corporate power and authority to execute and deliver the Transaction Documents to which it is a party and to perform and comply with the Transaction Documents to which it is a party in accordance with their respective terms. The Transaction Documents to which CCIC is a party have been duly and validly executed and delivered by CCIC and constitute the valid and legally binding obligations of CCIC subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally.
(b) Neither the execution and delivery of the Transaction Documents to which CCIC is a party, nor the consummation of the transactions contemplated therein will (i) result in a violation of CCIC's articles of incorporation or bylaws, or (ii) to CCIC's knowledge, result in a breach of or default under any term or provision of any contract or agreement to which CCIC is a party, except where such breach or default would not have a material adverse effect on CCIC.
CAPACITY; INCONSISTENT OBLIGATIONS. (a) Each Shareholder has the full right, power and legal capacity to execute, deliver and perform his obligations under this Agreement and the Other Agreements to which such Shareholder is a party. This Agreement and the Other Agreements have been duly and validly executed and delivered by such Shareholder and constitute the valid and legally binding obligations of such Shareholder, subject to general equity principles, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.
(b) The execution, delivery and performance of this Agreement and the Other Agreements to which any Shareholder or the Company is a party will not (i) result in a violation of the Company's articles of incorporation or bylaws, or any Law, or (ii) result in a breach of, conflict with or default under any term or provision of any indenture, note, mortgage, bond, security agreement, loan agreement, guaranty, pledge, or other instrument, contract, agreement or commitment or any order, to which the Company or any Shareholder is a party or by which any of them or any of their respective assets and properties is subject or bound; nor will such actions result in (w) the creation of any Lien on any of the any of the Company's assets or properties, (x) the acceleration or creation of any Liability of the Company, (y) the forfeiture of any right or privilege of the Company, or (z) the forfeiture of any right or privilege of any Shareholder which may affect such Shareholder's ability to perform under this Agreement.
