Power and Authority; Effect of Agreement. (a) Each of MTF Partners and MBO-V has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by MTF Partners and MBO-V of this Agreement and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary partnership action on each of their part. This Agreement has been duly and validly executed and delivered by MTF Partners and MBO-V and, assuming the due authorization, execution and delivery thereof by Parent and Buyer, constitutes a valid and binding obligation of each of MTF Partners and MBO-V, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity. (b) Each Shareholder Individual has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Shareholder Individual and constitutes his or her valid and binding obligation, enforceable against him or her in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity. (c) The execution, delivery and performance by MTF Partners and MBO-V of this Agreement and the consummation by each of them of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations, exemptions or waivers referred to in Section 2.16, (i) violate any provision of law, rule or regulation to which MTF Partners or MBO-V is subject, (ii) violate any order, judgment or decree applicable to MTF Partners or MBO-V, or (iii) conflict with or result in a breach of the provisions of, or constitute a default under, the partnership agreements for each of MTF Partners and MBO-V or any agreement reflecting obligations of MTF Partners or MBO-V for borrowed money, except in the case of clause (i), (ii) or (iii) of this Section 2.09(c), for violations, conflicts, breaches or defaults which individually or in the aggregate would not materially hinder or impair the consummation of the transactions contemplated hereby.
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Power and Authority; Effect of Agreement. (a) Each Seller is a limited partnership duly organized, validly existing and in good standing under the laws of MTF Partners the State of Texas and MBO-V has all requisite limited partnership power and authority to execute, deliver deliver, and perform its obligations under this Agreement and each of the Closing Documents to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. Each Seller has heretofore delivered to Purchasers true and correct copies of its certificate of limited partnership and limited partnership agreement as currently in effect.
(b) The execution, delivery delivery, and performance by MTF Partners and MBO-V each Seller of this Agreement and the Closing Documents to which it is a party and the consummation by each of them Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited partnership action on each of their its part. This Agreement has been duly and validly executed and delivered by MTF Partners and MBO-V and, assuming the due authorization, execution and delivery thereof by Parent and Buyer, constitutes a valid and binding obligation of each of MTF Partners and MBO-V, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity.
(bc) Each Shareholder Individual has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Shareholder Individual Seller and constitutes his or her the legally valid and binding obligationobligation of each Seller, enforceable against him or her each Seller in accordance with its terms, except to the extent extent: (i) that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent transfer, moratorium, preference, equitable subordination, marshaling, or other similar laws of general application now or hereafter in effect relating to creditors' ’ rights generally, generally and (ii) is that the remedies of specific performance, injunction, and other forms of equitable relief are subject to general principles certain tests of equityequity jurisdiction, equitable defenses, and the discretion of the court before which any proceeding therefor may be brought.
(cd) The Except as set forth in section 4.1 of the Disclosure Schedule, and except for any violation or default that would not prevent or hinder the consummation of the transactions contemplated hereby, the execution, delivery delivery, and performance by MTF Partners and MBO-V each Seller of this Agreement and of the Closing Documents to which such Seller is a party and the consummation by each of them Seller of the transactions contemplated hereby and thereby do not and will not, with or without the giving of notice or the lapse of time, time or both, subject to obtaining any required consents, approvals, authorizations, exemptions or waivers referred to in Section 2.16, : (i) violate any provision of law, rule rule, or regulation to which MTF Partners either Seller or MBO-V any of the Acquired Assets is subject, ; (ii) violate any order, judgment judgment, or decree applicable to MTF Partners either Seller or MBO-V, or any of the Acquired Assets; (iii) conflict with or result in a breach violate any provision of the provisions of, certificate of limited partnership or limited partnership agreement of either Seller; or (iv) violate or constitute a default underunder any provision of any Commitment. Notwithstanding the foregoing, this representation and warranty shall (1) not extend to laws, contracts, or other requirements that are adopted or otherwise take effect after the partnership agreements for each of MTF Partners Closing Date and MBO-V (2) apply only to violations or any agreement reflecting obligations of MTF Partners defaults arising from either Seller’s execution, delivery, or MBO-V for borrowed money, except in the case of clause (i), (ii) or (iii) performance of this Section 2.09(c), for violations, conflicts, breaches Agreement or of the Closing Documents to which either Seller is a party and not to violations or defaults which individually arising from actions taken by Purchasers or in the aggregate would not materially hinder or impair the consummation of the transactions contemplated herebyTESSCO.
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Power and Authority; Effect of Agreement. (a) Each TESSCO Inc., GSS, and TESSCO are corporations duly organized, validly existing and in good standing under the laws of MTF Partners the State of Delaware. Purchasers and MBO-V has TESSCO each have all requisite corporate power and authority to execute, deliver deliver, and perform their respective obligations under this Agreement and each of the Closing Documents to which they are a party and to consummate the transactions contemplated herebyhereby and thereby. TESSCO has all requisite corporate power and authority to execute, deliver, and perform its obligations under the TESSCO Guaranty.
(b) The execution, delivery delivery, and performance by MTF Partners Purchasers and MBO-V TESSCO of this Agreement and the Closing Documents to which each is a party and the consummation by Purchasers and TESSCO of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on their part.
(c) This Agreement has been duly and validly executed and delivered by each of Purchasers and TESSCO and constitutes the legally valid and binding obligation of each of them, enforceable against each of them in accordance with its terms, and the TESSCO Guaranty has been duly and validly executed and delivered by TESSCO and constitutes the legally valid and binding obligation of TESSCO, enforceable against TESSCO in accordance with its terms, except, in each case, to the extent: (i) that such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, preference, equitable subordination, marshaling, or other similar laws of general application now or hereafter in effect relating to creditors’ rights generally and (ii) that the remedies of specific performance, injunction, and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses, and the discretion of the court before which any proceeding therefor may be brought.
(d) Except for any violation or default that would not prevent or hinder the consummation of the transactions contemplated hereby, the execution, delivery, and performance by each of Purchasers and TESSCO of this Agreement and of the Closing Documents to which each of them is a party and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary partnership action on each of their part. This Agreement has been duly and validly executed thereby do not and delivered by MTF Partners and MBO-V and, assuming the due authorization, execution and delivery thereof by Parent and Buyer, constitutes a valid and binding obligation of each of MTF Partners and MBO-V, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity.
(b) Each Shareholder Individual has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Shareholder Individual and constitutes his or her valid and binding obligation, enforceable against him or her in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity.
(c) The execution, delivery and performance by MTF Partners and MBO-V of this Agreement and the consummation by each of them of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, time or both, subject to obtaining any required consents, approvals, authorizations, exemptions or waivers referred to in Section 2.16, : (i) violate any provision of law, rule rule, or regulation to which MTF Partners or MBO-V either of them is subject, ; (ii) violate any order, judgment judgment, or decree applicable to MTF Partners or MBO-V, or either of them; (iii) conflict with or result in a breach violate any provision of the provisions of, certificate of incorporation or bylaws or other organizational documents of either of them; or (iv) violate or constitute a default underunder any provision of any contract, agreement, or commitment to which either of them is a party or by which either of them is bound. Notwithstanding the partnership agreements for each of MTF Partners foregoing, this representation and MBO-V warranty shall (1) not extend to laws, contracts, or any agreement reflecting obligations of MTF Partners other requirements that are adopted or MBO-V for borrowed moneyotherwise take effect after the Closing Date and (2) apply only to violations or defaults arising from the execution, except in the case of clause (i)delivery, (ii) or (iii) performance by Purchasers or TESSCO of this Section 2.09(c), for violations, conflicts, breaches Agreement or of the Closing Documents and not to violations or defaults which individually or in the aggregate would not materially hinder or impair the consummation of the transactions contemplated herebyarising from actions taken by either Seller.
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Power and Authority; Effect of Agreement. (a) Each of MTF Partners The Partnership Sellers, the Company, Safelite and MBO-V LSNWY each has all requisite partnership or corporate (as the case may be) power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by MTF Partners the Partnership Sellers, the Company, Safelite and MBO-V LSNWY of this Agreement and the consummation by each of them of the transactions contemplated hereby have been duly authorized by all necessary their respective general partners or Boards of Directors (as the case may be) and, in the case of Safelite, immediately following the execution and delivery of this Agreement, will be authorized by the holders of a majority of the outstanding shares of capital stock of Safelite. No other partnership or corporate action on each the part of their partthe Partnership Sellers, the Company, Safelite or LSNWY (other than any notice to stockholders which may be required under Section 228(d) of the DGCL) or its partners or stockholders (as the case may be) is necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by MTF Partners the Partnership Sellers, the Company, Safelite and MBO-V LSNWY and, assuming the due authorization, execution and delivery thereof by Parent LSAC and BuyerNewco, constitutes a valid and binding obligation of each of MTF Partners and MBO-Vthem, enforceable against each of them in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and (ii) is subject to general principles of equity.
(b) Each Shareholder Individual has the right, power and capacity to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each Shareholder Individual and constitutes his or her valid and binding obligation, enforceable against him or her in accordance with its terms, except to the extent that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (ii) is subject to general principles of equity.
(c) The execution, delivery and performance by MTF Partners the Company, Safelite and MBO-V LSNWY of this Agreement and the consummation by each of them of the transactions contemplated hereby will not, with or without the giving of notice or the lapse of time, or both, subject to obtaining any required consents, approvals, authorizations, exemptions or waivers referred to in Section 2.162.15, (i) violate any provision of law, rule or regulation to which MTF Partners the Company or MBO-V any Subsidiary is subject, (ii) violate any order, judgment or decree applicable to MTF Partners the Company or MBO-Vany of the Subsidiaries, or (iii) conflict with or result in a breach or violation of the provisions of, or constitute a default under, (A) the partnership agreements for each Certificate of MTF Partners and MBOIncorporation or By-V Laws of the Company, Safelite or LSNWY, or (B) any agreement reflecting obligations of MTF Partners the Company, Safelite or MBO-V LSNWY for borrowed money, except in the case of clause (i), (ii) or (iiiiii)(B) of this Section 2.09(c2.08(b), for violations, conflicts, breaches or defaults which individually or in the aggregate would not materially hinder or impair the consummation of the transactions contemplated herebyhereby or have a Material Adverse Effect.
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Samples: Recapitalization Agreement and Plan of Merger and Stock Purchase Agreement (Safelite Glass Corp)