Execution, Delivery and Performance of Agreement; Authority. Neither the execution, delivery nor performance of this Agreement by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Seller's certificate of incorporation or other certificate of authority to do business or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, rule or regulation or any order, judgment or decree to which the Seller is a party or by which the Seller may be bound or affected. Seller has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto has been properly taken and this Agreement constitutes a valid and binding obligation of Seller.
Execution, Delivery and Performance of Agreement; Authority. Frontier has full corporate power and authority to enter into this Agreement and the Related Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Frontier of this Agreement and the Related Documents to which it is a party have been duly and validly approved by all necessary corporate action and no other actions or proceeding on the part of Frontier are necessary to authorize this Agreement and the Related Documents to which it is a party and the transactions contemplated hereby and thereby; provided, however, that, solely for purposes of the making of this representation as of the date of this Agreement (and not as of the Closing Date), the requisite approval of this Agreement and the transactions contemplated hereby by Frontier's shareholders has not been obtained by Frontier. Except for (a) the filing of the Proxy Statement/Prospectus included in the Registration Statement with the SEC and the declaration of effectiveness thereof by the SEC and the filing of other SEC required documents and compliance with the Securities Act and the Exchange Act and state securities or blue sky laws, (b) the filing of an amendment to Frontier's listing application with the NASDAQ, and (c) the consent of Bank of America Illinois (which consent will be obtained prior to the Closing Date), no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any Governmental Authority or any other entity or person is required to be made, obtained, or given by Frontier in connection with the execution, delivery and performance of this Agreement and the Related Documents to which it is a party. This Agreement constitutes, and the Related Documents to which it is a party when executed will constitute, legal, valid and binding obligations of Frontier, enforceable against Frontier in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies.
Execution, Delivery and Performance of Agreement; Authority. Esenjay has full corporate power and authority to enter into this Agreement and the Related Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Esenjay of this Agreement and the Related Documents to which it is a party have been duly and validly approved by all necessary corporate action and no other actions or proceeding on the part of Esenjay are necessary to authorize this Agreement and the Related Documents to which it is a party and the transactions contemplated hereby and thereby. This Agreement constitutes, and the Related Documents to which it is a party when executed will constitute, legal, valid and binding obligations of Esenjay, enforceable against Esenjay in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies.
Execution, Delivery and Performance of Agreement; Authority. The execution, delivery and performance of this Agreement by Xxxxx has been or will be on or before the Closing Date, duly authorized by all necessary action of the Buyer’s governing authority. This Agreement constitutes the legal, valid and binding obligation of Buyer
Execution, Delivery and Performance of Agreement; Authority. The Seller has the full power and authority to enter into this Agreement and to carry out the transaction contemplated hereby for itself and for the account of its Co-Sellers, and all proceedings or corporate action required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby have been properly taken and not revoked by the Seller and the Co-Sellers. This Agreement constitutes a valid and binding obligation of each of the Seller and is enforceable against the Seller in accordance with its terms.
Execution, Delivery and Performance of Agreement; Authority. The execution, delivery and performance of this Agreement by Seller (i) is within the powers of Seller as a political subdivision of the State of Washington, and (ii) subject to the contingency in section 5.2 of this Agreement, has been or will be on or before the Closing Date, duly authorized by all necessary action of the Seller’s legislative authority. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms herein.
Execution, Delivery and Performance of Agreement; Authority. The execution, delivery and performance of this Agreement by Seller (i) is within the powers of Seller as a home rule charter county and political subdivision of the State of Washington, (ii) has been or will be on or before the Closing Date, duly authorized by all necessary action of the Seller’s legislative authority, and (iii) does not and will not violate any provision of any law, rule, regulation, order, writ, judgment, decree or award to which the Seller is a party or which is presently in effect and applicable to Seller. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with the terms thereof.
Execution, Delivery and Performance of Agreement; Authority. Buyer is not in violation of any term of its articles of incorporation or by-laws, or in any material respect of any agreement, contract, note, mortgage, indenture, lease, instrument, permit, concession, franchise or license to which it is a party or to which it or its properties or assets are subject, and, to the best of Buyer's knowledge, is not in material violation of any order, statute, rule or regulation applicable to it. The execution, delivery, and/or performance of this Agreement by each of Buyer will not, with or without the giving of notice or the passage of time, or both, (i) violate, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or encumbrance pursuant to, any provision of Buyer's articles of incorporation or by-laws or any agreement, contract, note, mortgage, indenture, lease, instrument, permit, concession, franchise or license to which Buyer, is a party or by which it or its properties or assets may be bound or affected (except as otherwise disclosed herein), or, (ii) to the best of Buyer's knowledge, conflict with or result in any violation of any material statute, law, rule, regulation, judgment, order, decree or ordinance applicable to Buyer, its properties or assets (except as otherwise disclosed herein). Buyer has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all proceedings required to be taken by Buyer to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken, and this Agreement constitutes a valid and binding obligation of Buyer.
Execution, Delivery and Performance of Agreement; Authority. Neither the execution, delivery nor performance of this Agreement by Seller will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in, cause or create any Liability or Encumbrance pursuant to, any provision of Seller’s Articles of Incorporation or bylaws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, Applicable Law, Order, Proceeding, judgment, decree or other legal or contractual requirement to which Seller is a party or by which any of them or the Assets or the Business may be bound or affected, except where such conflict, default, acceleration, loss of rights, cause or creation will not have a Material Adverse Effect. Subject to the receipt of the approval of Seller’s shareholders, Seller has the full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all Proceedings and other actions required to be taken to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto have been properly taken, and this Agreement constitutes a valid and binding obligation of Seller and each Stockholder, enforceable against them in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium and other similar laws relating to the enforcement of creditor’s rights generally, the availability of equitable remedies, and general equity principles.
Execution, Delivery and Performance of Agreement; Authority. The execution, delivery and performance of this Agreement by Buyer (i) is within the powers of Buyer as a limited liability corporation, (ii) has been duly authorized by all necessary corporate action of the Buyer, and (iii) does not and will not violate any provision of any law, rule, regulation, order, writ, judgment, decree, award or contract to which the Buyer is a party or which is presently in effect and applicable to Buyer. This agreement constitutes the legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with the terms hereof.
