No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Except as set forth on Schedule 2.2(h), neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the Certificate of Incorporation or By-laws of WSC, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which WSC is a party or by which it or any of its respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of WSC, nor give to others any interest of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of WSC. This Agreement and each other agreement and document delivered by WSC in connection herewith have been duly executed and delivered by WSC and constitute the binding obligations of WSC enforceable in accordance with their respective terms. WSC has permitted BLI to examine WSC's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of WSC as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of WSC and accurately reflect all transactions referred to therein. Except as set forth on Schedule 2.2(h), WSC is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any Law, including, but not limited to, any antidiscrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by WSC within the past three years.
Appears in 1 contract
Samples: Plan of Reorganization and Stock Exchange Agreement (Balanced Living Inc)
No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Except as set forth on Schedule 2.2(h), neither Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the Articles of Incorporation, Certificate of Incorporation Incorporation, By- laws or By-laws other charter documents of WSCSSGI, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which WSC SSGI is a party or by which it any of them or any of its respective their assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of or imposition of or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of WSCSSGI, nor give to others any interest of or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of WSCSSGI. This Agreement and each all other agreement agreements and document documents delivered by WSC SSGI in connection herewith have been duly executed and delivered by WSC SSGI and constitute the binding obligations of WSC SSGI enforceable in accordance with their respective terms. WSC SSGI has permitted BLI SSI to examine WSCSSGI's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of WSC SSGI as in effect on the date hereof and Execution Date, contain a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of WSC SSGI since the date of its incorporation and accurately reflect all transactions referred to therein. Except as set forth on Schedule 2.2(h), WSC SSGI is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by WSC SSGI within the past three ten years.
Appears in 1 contract
No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Except as set forth on Schedule 2.2(h), neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the Certificate of Incorporation or By-laws of WSCCash Systems, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which WSC Cash Systems is a party or by which it or any of its respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of WSCCash Systems, nor give to others any interest of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of WSCCash Systems. This Agreement and each other agreement and document delivered by WSC Cash Systems in connection herewith have been duly executed and delivered by WSC Cash Systems and constitute the binding obligations of WSC Cash Systems enforceable in accordance with their respective terms. WSC Cash Systems has permitted BLI Unistone to examine WSCCash Systems's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of WSC Cash Systems as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of WSC Cash Systems and accurately reflect all transactions referred to therein. Except as set forth on Schedule 2.2(h), WSC Cash Systems is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any Law, including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by WSC Cash Systems within the past three years.
Appears in 1 contract
Samples: Plan of Reorganization and Stock Exchange Agreement (Cash Systems Inc)
No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Except as set forth on Schedule 2.2(h), neither Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the Certificate of Incorporation or By-laws of WSCXxxxxxx Audio, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which WSC Xxxxxxx Audio is a party or by which it or any of its respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of WSCXxxxxxx Audio, nor give to others any interest of rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of WSCXxxxxxx Audio. This Agreement and each other agreement and document delivered by WSC Xxxxxxx Audio in connection herewith have been duly executed and delivered by WSC Xxxxxxx Audio and constitute the binding obligations of WSC Xxxxxxx Audio enforceable in accordance with their respective terms. WSC Xxxxxxx Audio has permitted BLI Highway One to examine WSCXxxxxxx Audio's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of WSC Xxxxxxx Audio as in effect on the date hereof and a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of WSC Xxxxxxx Audio and accurately reflect all transactions referred to therein. Except as set forth on Schedule 2.2(h), WSC Xxxxxxx Audio is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any Law, including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by WSC Xxxxxxx Audio within the past three years.
Appears in 1 contract
No Conflict or Default; Enforceability; Corporate Records; Compliance with Law. Except as set forth on Schedule 2.2(h), neither Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including without limitation the consummation of the transactions contemplated hereby, will violate any statute, regulation or ordinance of any governmental authority, or conflict with or result in the material breach of any term, condition or provision of the Articles of Incorporation, Certificate of Incorporation or Incorporation, By-laws or other charter documents of WSCHighway One, nor of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument to which WSC Highway One is a party or by which it or any of its respective assets or properties are or may be bound; or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, nor result in the creation of or imposition of or any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any properties or assets of WSCHighway One, nor give to others any interest of or rights, including rights of termination, acceleration or cancellation in or with respect to any of the properties, assets, contracts or business of WSCHighway One. This Agreement and each all other agreement agreements and document documents delivered by WSC Highway One in connection herewith have been duly executed and delivered by WSC Highway One and constitute the binding obligations of WSC Highway One enforceable in accordance with their respective terms. WSC Highway One has permitted BLI Xxxxxxx Audio to examine WSCHighway One's corporate minute and stock records books. The corporate minute books contain the Articles of Incorporation, Certificate of Incorporation, By-laws and other charter documents of WSC Highway One as in effect on the date hereof and hereof, contain a true and complete record of all actions by and meetings of the directors (and committees thereof) and stockholders of WSC Highway One since the date of its incorporation and accurately reflect all transactions referred to therein. Except as set forth on Schedule 2.2(h), WSC Highway One is not in violation of any outstanding arbitration award, judgment, order or decree; or in violation of any statute, regulation or ordinance ("Law"), including, but not limited to, any antidiscriminationanti-discrimination, hazardous and toxic substances, wage, hour, working condition, payroll withholding, pension, building, zoning and tax Law. There have been no allegations of or inquiries concerning any violations of Law by WSC within the past three yearsHighway One since its inception.
Appears in 1 contract