Due Authorization; Effect of Transaction. No provision of Purchaser's Certificate of Incorporation or By-Laws, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser is a party or by which it is bound, has been, or will be violated by the execution by Purchaser of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms. Purchaser is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate of Incorporation or By-Laws.
Due Authorization; Effect of Transaction. No provision of Buyer's certificate of incorporation or by-laws, or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, to which Buyer is a party or by which it is bound, has been or will be violated by the execution by Buyer of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance and satisfaction have been duly obtained. This Agreement will upon execution and delivery be a legal, valid and binding obligation of Buyer, enforceable in accordance with its terms.
Due Authorization; Effect of Transaction. No provisions of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Aqua Vision International is a party or by which it is bound, has been or will be violated by the execution and delivery by Sellers of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Sellers, enforceable in accordance with its terms.
Due Authorization; Effect of Transaction. Except as set forth in Schedule 2.2, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are not events which of themselves or with the giving of notice or the passage of time or both, could constitute, on the part of ECI, a violation of or conflict with or result in any breach of, or default under the terms, conditions or provisions of, any judgment, law or regulation, or of the articles of organization, as amended, or bylaws of ECI, any agreement, instrument or understanding to which ECI is a party or by which it is bound, or result in the creation or imposition of any lien, security interest, charge or encumbrance of any nature whatsoever ("Encumbrance") on the property or assets of ECI and no such event of itself or with the giving of notice or the passage of time or both will result in the acceleration of the due date of any obligation of ECI. All requisite corporate and other authorizations for such execution, delivery, performance and satisfaction have been duly obtained. This Agreement will, upon execution and delivery, be a legal, valid and binding obligation of ECI, enforceable in accordance with its terms. ECI is not in default in the performance, observance or fulfillment of any of the terms or conditions of its articles of organization, as amended, or bylaws.
Due Authorization; Effect of Transaction. No provision of Seller's Certificate of Limited Partnership or Fourth Amended and Restated Limited Partnership Agreement or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, to which Seller is a party or by which Seller is bound, has been or will be violated by the execution and delivery by Seller of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon Seller's part to be performed or satisfied, and all requisite partnership and other authorizations for such execution, delivery, performance and satisfaction by Seller have been duly obtained. This Agreement will, upon execution and delivery, be a legal, valid and binding obligation of Seller, enforceable in accordance with its terms.
Due Authorization; Effect of Transaction. No provision of the General Partner's Certificate of Incorporation or By-laws or of any agreement, instrument or understanding, or any judgment, decree, rule or regulation, to which the General Partner is a party or by which the General Partner is bound, has been or will be violated by the execution and delivery by the General Partner of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance and satisfaction have been duly obtained. This Agreement will, upon execution and delivery, be a legal, valid and binding obligation of the General Partner, enforceable in accordance with its terms.
Due Authorization; Effect of Transaction. The Shares to be sold to the Buyer are owned by Selling Shareholders free and clear of any liens or encumbrances. Upon consummation of the transactions contemplated hereby the Buyer will own the Shares free and clear of all liens and encumbrances subject to certain investment restrictions set forth in Section 3.4 hereof. No provision of FZI's certificate of incorporation or by-laws, or of any agreement, indenture, instrument or understanding, or any judgment, decree, rule or regulation, to which FZI or the Selling Shareholders are a party or by which it or they are bound, has been or will be violated by the execution and delivery by the Selling Shareholders of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon the Selling Shareholders' part to be performed or satisfied, or the consummation of all transactions contemplated hereby. The execution and delivery of this Agreement by the Selling Shareholders and the consummation of the transactions contemplated hereby do not require the approval of FZI's Board of Directors or its shareholders. This Agreement will upon execution and delivery be a legal, valid and binding obligation of the Selling Shareholders, enforceable in accordance with its terms.
Due Authorization; Effect of Transaction. This Agreement and the Ancillary Documents to which the Seller is a party have been duly executed and delivered by the Seller, and (assuming due authorization, execution, and delivery by the Buyer) this Agreement and the Ancillary Documents to which the Seller is a party constitute legal, valid, and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms.
Due Authorization; Effect of Transaction. No provisions of the Certificate of Incorporation or Bylaws of Purchaser and Merger Subsidiary, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser and Merger Subsidiary are a party or by which Purchaser and Merger Subsidiary are bound, have been or will be violated by the execution and delivery by Purchaser and Merger Subsidiary of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Purchaser, Merger Subsidiary and Stockholder, enforceable in accordance with its terms. Purchaser and Merger Subsidiary are not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Articles of Incorporation or Bylaws.
Due Authorization; Effect of Transaction. Purchaser is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of operation and is duly qualified and in good standing in each other jurisdiction in which it owns or leases properties, conducts operations, or maintains a stock of goods, with full power and authority to carry on the business in which it is engaged and to execute and deliver and carry out the transactions contemplated by this Agreement. No provision of Purchaser's Certificate of Incorporation or By-Laws, or of any agreement, instrument, or understanding, or any judgment, decree, rule, or regulation, to which Purchaser is a party or by which it is bound, has been, or will be violated by the execution by Purchaser of this Agreement or the performance or satisfaction of any agreement or condition herein contained upon its part to be performed or satisfied, and all requisite corporate and other authorizations, including all necessary governmental authorizations, for such execution, delivery, performance, and satisfaction have been duly obtained. Upon execution and delivery, this Agreement will be a legal, valid, and binding obligation of Purchaser, enforceable in accordance with its terms. Purchaser is not in default in the performance, observance, or fulfillment of any of the terms or conditions of its Certificate of Incorporation or By-Laws.
