Corporate Authority; Effective Agreement. Seller has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and any and all other agreements, documents or instruments to be executed and/or delivered in connection herewith (collectively, the "Purchase Documents") and to consummate the transactions contemplated herein and therein. This Agreement has been duly executed and delivered by Seller and, assuming it constitutes a valid and binding obligation of Purchaser, is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms. The Purchase Documents, when executed by Seller, will, assuming they constitute a valid and binding obligation of the other parties thereto, constitute the valid and binding obligation of Seller, enforceable against each of them in accordance with their respective terms.
Corporate Authority; Effective Agreement. The execution and delivery of this Agreement and the Assignments by Sellers and the performance by Sellers of the transactions provided for herein and therein have been duly authorized by all necessary corporate action on the part of Sellers. This Agreement and the Assignments have been duly executed and delivered by Sellers and constitute the legal, valid and binding obligation of Sellers, enforceable against them in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws in effect now or hereafter relating to creditors’ rights generally and by equitable principles, whether considered in a proceeding at law or in equity.
Corporate Authority; Effective Agreement. Seller has full corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and any and all other agreements, documents or instruments to be executed and/or delivered in connection herewith (collectively, the "Purchase Documents") and to consummate the transactions contemplated herein and therein. This Agreement has been duly executed and delivered by Seller and, assuming it constitutes a valid and binding obligation of Purchaser, is a valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
Corporate Authority; Effective Agreement. The Board of Directors of Purchaser has duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided for herein. No other corporate action is required in connection herewith. This Agreement constitutes a legal, valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms.
Corporate Authority; Effective Agreement. The Boards of Directors of Seller have duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided for herein. No other corporate or stockholder action is required in connection with the foregoing. This Agreement is a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws in effect now or hereafter relating to creditors’ rights generally and by equitable principles, whether considered in a proceeding at law or in equity. The execution, delivery and performance of this Agreement by Seller, and the consummation of the transactions provided for herein, do not and will not at or prior to the Closing, with or without the giving of notice, the passage of time, or both: (i) conflict with, violate or result in the breach of any of the terms or conditions of, or constitute a default under (a) the Charters or Bylaws of Seller, (b) any Contractual Obligation, including rights of termination or cancellation, to which Seller is a party or by which Seller or any of its properties is bound, or (c) any Law to which Seller is subject; or
Corporate Authority; Effective Agreement. No other corporate or stockholder action is required in connection with the execution and delivery of this Agreement and the performance of except for the approval of the Board of Directors of Buyer. This Agreement is a legal, valid and binding obligation of Buyer and is enforceable against Buyer in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws in effect now or hereafter relating to creditors’ rights generally and by equitable principles, whether considered in a proceeding at law or in equity. The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions provided for herein do not and will not, with or without the giving of notice, the passage of time, or both, conflict with, violate or result in the breach of any of the terms or conditions of, or constitute a default under (a) the Charter or Bylaws of Buyer, (b) any Contractual Obligation of Buyer, or (c) any Law to which Buyer is subject.
Corporate Authority; Effective Agreement. The Board of ---------------------------------------- Directors of RMS have, and as of the Closing the Shareholders will have, duly authorized and approved the execution and delivery of this Agreement and any and all agreements, documents or instruments to be executed and/or delivered in connection herewith (collectively, the "Purchase Documents") and to perform their respective obligations hereunder and thereunder. No other action by RMS, the Shareholders or otherwise is required in connection with the foregoing. This Agreement has been duly executed and delivered by RMS and, by the Closing Date, will have been duly executed and delivered by the Selling Shareholders, and constitutes the legal, valid and binding obligations of RMS and, as of the Closing Date, will constitute the legal, valid and binding obligations of the Selling Shareholders, enforceable against each of them in accordance with its terms. The Purchase Documents will constitute the valid and binding obligations of RMS and each of the Selling Shareholders, as applicable, enforceable against each of them in accordance with their respective terms. The execution, delivery and performance of this Agreement by RMS and the Selling Shareholders and the consummation of the transactions provided for herein do not and will not: (a) conflict with, violate or result in the breach of any of the terms or conditions of, or constitute a default under (i) the Articles of Incorporation or By-laws of RMS or any of its Subsidiaries or any contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which the Company or any of the Shareholders is a party or by which the Company or any of the Shareholders or any of their respective assets or properties are bound or affected, or (ii) any law, regulation, ordinance or decree to which the Company or any of the Shareholders or any of their respective assets or properties are bound or subject; or (b) result in the creation or imposition of any lien, security interest, charge, encumbrance, restriction or right, including rights of termination or cancellation, in or with respect to, or otherwise adversely effect, the Company, any of the Shareholders or the Business except that the Company must obtain the approval of Bank of America Illinois as set forth on Schedule 2.12. The minute books and ------------- stock records of the Company are complete and accurate in all material respects and all signatures in...
Corporate Authority; Effective Agreement. The board of ---------------------------------------- directors and shareholders of Seller have duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided for herein. No other action by Seller or any of its shareholders is required in connection with the foregoing. This Agreement is a legal, valid and binding obligation of Seller and is enforceable against Seller in accordance with its terms. The execution, delivery and performance of this Agreement by Seller and the consummation of the transactions provided for herein do not and will not: (a) except to the extent that consents are required as set forth on Schedule 2.12, conflict with, violate or result in the breach of any of terms or ------------- conditions of, or constitute a default under (i) any contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which Seller is a party or by which Seller or any of the Assets or its properties is bound or affected, or (ii) any law, regulation, ordinance or decree to which Seller or any of the Assets or its properties are subject, or (b) result in the creation or imposition of any lien, security interest, charge, encumbrance, restriction or right, including rights of termination or cancellation, in or with respect to, or otherwise materially adversely effect, the Seller or the Assets.
Corporate Authority; Effective Agreement. The Board of Directors and stockholders of each Seller have duly authorized and approved the execution and delivery of this Agreement and the performance of the transactions provided for herein. No other corporate action is required in connection with the foregoing. This Agreement is a legal, valid and binding obligation of each Seller and is enforceable against each Seller in accordance with its terms. The execution, delivery and performance of this Agreement by each Seller and by the Shareholders and the consummation of the transactions provided for herein do not and will not: (a) conflict with, violate or result in the breach of any of the terms or conditions of, or constitute a default under (i) the constituent documents of Sellers or CASH, (ii) any contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit or other instrument or obligation to which any of Sellers or CASH is a party or by which any of Sellers or CASH or any of the Assets is bound, or (iii) any law, regulation, ordinance or decree to which any of Sellers or CASH is subject, or (b) result in the creation or imposition of any lien, security interest, charge, encumbrance, restriction or right, including rights of termination or cancellation, in or with respect to, or otherwise materially adversely effect any of Sellers, CASH, the Assets or the Shares.
Corporate Authority; Effective Agreement. The execution and delivery of this Agreement and the Transaction Documents to which Buyer is a party and the performance of the transactions provided for herein and therein have been duly authorized by all necessary corporate action on the part of Buyer. This Agreement and the Transaction Documents to which Buyer is a party have been duly executed and delivered by Buyer and constitute the legal, valid and binding obligation of Buyer, enforceable against it in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar Laws in effect now or hereafter relating to creditors’ rights generally and by equitable principles, whether considered in a proceeding at law or in equity.
