Common use of Due Authorization, Execution and Delivery; Effect of Agreement Clause in Contracts

Due Authorization, Execution and Delivery; Effect of Agreement. The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Xxxxx. This Agreement has been duly and validly executed and delivered by Xxxxx and constitutes the legal, valid and binding obligation of Xxxxx, enforceable against it in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Xxxxx of this Agreement and the consummation by Xxxxx of the transactions contemplated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxx is subject; and (iv) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would result in a default), or the creation of an Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease, or other agreement to which Xxxxx is a party, in each case, which failure, violation, conflict or breach would, in the aggregate, materially hinder or impair the consummation of the transactions contemplated by this Agreement.

Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery delivery, and performance by Xxxxx EHI and Sub of this Agreement and the consummation by Xxxxx EHI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of XxxxxEHI and Sub. This Agreement has been duly and validly executed and delivered by Xxxxx EHI and Sub and constitutes the legal, valid valid, and binding obligation of XxxxxEHI and Sub, enforceable against it each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Xxxxx Board of Directors of Sub has adopted a resolution directing that this Agreement and the Merger be submitted to EHI, as the sole shareholder of Sub, for its approval and unconditionally recommending that this Agreement and the Merger be approved by EHI, and EHI has approved this Agreement and the Merger as the sole shareholder of Sub as required by the OGCA. (b) The consummation by Xxxxx EHI and Sub of the transactions contemplated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do will not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxx is subject; and (iv) do not conflict with, or result in any breach of, or constitute a default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would result in a default), or the creation of an Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease, contract or other agreement to which Xxxxx EHI or Sub is a partyparty or by which either of them is bound, in each caseor conflict with its charter or by-laws, which failureother than violations, violation, conflict defaults or breach would, in conflicts that would not have a Material Adverse Effect on EHI or Sub or materially and adversely affect the aggregate, materially hinder ability of EHI or impair the consummation of Sub to consummate the transactions contemplated by this Agreement. (c) Each of Stuart and Xxxxxxxx has the requisite legal capacity and full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Each of Stuart and Xxxxxxxx has duly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of each of Stuart and Xxxxxxxx, enforceable against them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery and performance by Xxxxx OYO and Sub of this Agreement and the consummation by Xxxxx OYO and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of XxxxxOYO and Sub. This Agreement has been duly and validly executed and delivered by Xxxxx OYO and Sub and constitutes the legal, valid and binding obligation of XxxxxOYO and Sub, enforceable against it each of them in accordance with its terms, except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; generally and (b) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The execution, delivery and performance by Xxxxx Board of Directors of Sub has adopted a resolution directing that this Agreement and the Merger be submitted to the sole shareholder of Sub for its approval and unconditionally recommending that this Agreement and the Merger be approved by the sole shareholder of Sub. (b) The consummation by Xxxxx OYO and Sub of the transactions contemplated hereby (i) do not require the consent, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do will not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxx is subject; and (iv) do not conflict with, or result in any breach of, or constitute a default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would result in a default), or the creation of an Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, mortgage, deed of trust, lease, contract or other agreement to which Xxxxx OYO or Sub is a partyparty or by which either of them is bound, in each caseor conflict with its charter or by-laws, which failureother than violations, violation, conflict defaults or breach would, in conflicts that would not materially and adversely affect the aggregate, materially hinder ability of OYO or impair the consummation of Sub to consummate the transactions contemplated by this Agreement.

Due Authorization, Execution and Delivery; Effect of Agreement. (a) The execution, delivery and performance by Xxxxx each of Sub and WEI of this Agreement and the consummation by Xxxxx WEI and Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of XxxxxWEI and Sub. This Agreement has been duly and validly executed and delivered by Xxxxx WEI and Sub and constitutes the legal, valid and binding obligation of XxxxxWEI and Sub, enforceable against it each in accordance with its terms, except to the extent that such enforceability (ai) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally; generally and (bii) is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). . (b) The execution, delivery and performance by Xxxxx each of Sub and WEI of this Agreement and the consummation by Xxxxx WEI and Sub of the transactions contemplated hereby (i) do not require the consentwill not, approval, clearance, waiver, order or authorization of any Person, except as otherwise disclosed in the Xxxxx Disclosure Letter; (ii) do not violate any provision of the Certificate of Incorporation or Bylaws of Xxxxx; (iii) do not conflict with or violate any permit, concession, grant, franchise, statute, law, rule or regulation without the giving of any Governmental Entity or any order, judgment, award or decree of any court or other Governmental Entity to which Xxxxx is subject; and (iv) do not conflict with, or result in any breach of, or default or loss of any right under (or an event or circumstance that, with notice or the lapse of time, or both, would (i) violate any provision of any law, rule or regulation to which WEI and Sub is subject; (ii) violate any Order or Legal Requirement applicable to or binding upon the WEI and Sub; (iii) conflict with, or result in a default), breach or the creation of an Encumbrance pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing default under, any indenture, mortgage, deed the certificate of trust, lease, incorporation or other agreement to which Xxxxx is a partyby-laws of WEI and Sub; except, in each case, for violations, conflicts, breaches, defaults, terminations or modifications which failure, violation, conflict or breach would, in the aggregate, aggregate would not materially hinder or impair the consummation of the transactions contemplated by this Agreement. (c) WEI has taken all necessary corporate action to permit it to issue the Securities pursuant to the terms of this Agreement. Subject to the provisions of Articles 2 and 3, the Securities issued pursuant to the terms of this Agreement, will, when issued, be validly issued, fully paid and non-assessable and not subject to any Encumbrances (other than those Encumbrances created or suffered by the Stockholders or the Phantom Stockholder and their respective Affiliates and restrictions on sales of the WEI Shares under applicable Securities Laws). The Securities when issued pursuant to this Agreement, will, when issued, be listed on the New York Stock Exchange, subject to official notice of issuance.