Enforceability; No Conflicts. This Agreement constitutes, and all other agreements by and among the parties, when executed and delivered in accordance with the terms thereof, will constitute the legal, valid and binding obligations of Seller, enforceable in accordance with their terms (subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights from time to time in effect). Seller has full power, authority and legal right to enter into this Agreement, and all other agreements by and among the parties, and to consummate the transactions contemplated hereby and thereby. The making and performance of this Agreement, and all other agreements by and among the parties, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof will not (i) conflict with the certificate of incorporation or bylaws of Seller, (ii) result in any breach or termination of, or constitute a default under, or constitute an event which with notice or lapse of time, or both, would become a default under, or result in the creation of any Encumbrance upon any of the Assets under, or create any rights of termination, cancellation or acceleration in any person under, any contract, lease, arrangement or commitment, or violate any order, writ, injunction or decree, to which Seller is a party, by which any of the Assets, business or operations of Seller may be bound or affected or under which any of the Assets, business or operations of Seller receive benefits, (iii) result in the loss or adverse modification of any material license, franchise, permit or other authorization granted to or otherwise held by Seller or otherwise used in connection with the operation of the Business, or (iv) result in the violation of any provision of law applicable to Seller, the violation of which could have a material adverse effect upon the Assets, business or operations of Seller.
Enforceability; No Conflicts. (a) Such Seller has full capacity and authority to execute this Agreement, to make the representations, warranties and covenants herein contained and to perform such Seller’s obligations hereunder.
Enforceability; No Conflicts. This Agreement constitutes the legal, valid and binding obligation of LBHI enforceable against it in accordance with its terms. LBHI is not or will not be required to give any notice to any Person or obtain any consent or approval in connection with the execution and delivery of this Agreement, or the consummation or performance of any of the acts, activities and obligations contemplated in this Agreement. Neither the execution and delivery of this Agreement or any of the ancillary agreement, nor the consummation or performance of any of the obligations hereof, will directly or indirectly (with or without notice or lapse of time) (a) contravene, violate or result in the breach of any contract, agreement, permit or law to which LBHI is a party or by which any of his respective properties or assets may be bound, or (b) result in the imposition or creation of any lien upon or with respect to any of the properties or assets of LBHI or its Affiliates.
Enforceability; No Conflicts. This Agreement constitutes the legal, valid and binding obligation of SDRI enforceable against it in accordance with its terms. SDRI is not or will not be required to give any notice to any Person or obtain any consent or approval in connection with the execution and delivery of this Agreement, or the consummation or performance of any of the acts, activities and obligations contemplated in this Agreement. Neither the execution and delivery of this Agreement or any of the ancillary agreement, nor the consummation or performance of any of the obligations hereof, will directly or indirectly (with or without notice or lapse of time) (a) contravene, violate or result in the breach of any contract, agreement, permit or law to which SDRI is a party or by which any of his respective properties or assets may be bound, or (b) result in the imposition or creation of any lien upon or with respect to any of the properties or assets of SDRI or its Affiliates.
Enforceability; No Conflicts. (a) Such Shareholder has full power or capacity and authority to execute and deliver this Agreement and the other Operative Documents to which such Shareholder is a party, to make the representations, warranties and covenants herein and therein contained and to perform such Shareholder’s obligations hereunder and thereunder. The execution, delivery and performance by each Shareholder that is an entity, of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary action on the part of each such Shareholder. This Agreement has been duly executed and delivered by such Shareholder and, assuming the execution and delivery hereof by each other party hereto, is the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms. Each of the other Operative Documents to which such Shareholder is (or will be) a party, when executed and delivered by such Shareholder, assuming the execution and delivery hereof by each other party hereto, will be the valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms.
Enforceability; No Conflicts. (a) Seller has full capacity and authority to execute each Operative Document to which it is a party (the “Seller Operative Documents”), to make the representations, warranties and covenants therein and to perform Seller’s obligations thereunder. All corporate actions or proceeds required to be taken by or on the part of Seller to authorize or permit the execution, delivery and performance by Seller and the Company of the Operative Documents have been duly and validly taken.
Enforceability; No Conflicts. This Guaranty is a legal, valid and binding instrument, enforceable against Guarantor in accordance with its terms. Guarantor represents and warrants with respect to itself that the consummation of the transactions contemplated hereby and the performance of this Guaranty and the other Loan Documents to which Guarantor is a party have not resulted and will not result in any breach of, or constitute a default under, any corporate charter, by-laws, partnership agreement or other instrument to which Guarantor is a party or by which Guarantor may be bound or affected.
Enforceability; No Conflicts. This Agreement has been duly and validly executed and delivered by Dxxxx and constitutes the legally valid and binding obligation of Dxxxx, enforceable against Dxxxx in accordance with its terms. The execution, delivery and performance of this Agreement by Dxxxx will not violate, or constitute a breach or default under agreement, contract, or license.
Enforceability; No Conflicts. All of the Loan Documents to which Mortgagor is a party constitute valid, legal and binding obligations of Mortgagor and are fully enforceable against Mortgagor in accordance with their terms by Mortgagee and its successors, and permitted transferees and assigns under the Loan Agreement, subject only to bankruptcy laws and general principles of equity. The execution, delivery and performance of the obligations imposed on Mortgagor under the Loan Documents will not cause Mortgagor to be in default, including after due notice or lapse of time or both, under the provisions of any material agreement, judgment or order to which Mortgagor is a party or by which Mortgagor is bound.
Enforceability; No Conflicts. This Agreement has been duly and validly executed and delivered by Option Holder and constitutes the legal, valid and binding obligation of Option Holder, enforceable against Option Holder in accordance with its terms. Option Holder has the full right, power, authority and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. The execution, delivery and performance of this Agreement by Option Holder and the consummation of the transactions contemplated hereby will not result in a breach of, or constitute a default under, or give rise to any right or cause of action under, any contractual obligations of Option Holder or any applicable law.
