Power, Authority and Validity. GONT and Westlake have the corporate power to enter into this Agreement and the other Transaction Documents to which they are parties and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Boards of Directors of GONT and Westlake and, except for approval of the shareholders of GONT, no other corporate proceedings on the part of GONT or Westlake are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GONT and Westlake are not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which GONT is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GONT's business, nor consent of any governmental authority, is required to be obtained on the part of GONT to permit the transactions contemplated herein and to permit GONT to continue the business activities of GONT as previously conducted by GONT without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GONT and Westlake shall be, the valid and binding obligations of GONT and Westlake, enforceable in accordance with their respective terms.
Power, Authority and Validity. Acquiror and Sub have the corporate power and authority to enter into this Agreement and other Transaction Documents to which they are a party and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Acquiror and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. The execution and delivery by Acquiror and Sub of the Transaction Documents to which either of them is a party, the performance by Acquiror and Sub of their respective obligations hereunder and thereunder and the consummation of the Merger by Acquiror and Sub will not require any filing or registration with, or consent or approval of, any Governmental Body or any other third party, other than (i) the filing of the Agreement of Merger with the Secretary of State of the State of Delaware and the New York Department of State, and (ii) any consents, filings, authorizations or registrations as may be required under applicable federal and state securities laws. Acquiror and Sub are not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. This Agreement is, and the other Transaction Documents to which Acquiror and Sub are a party, when executed and delivered by Acquiror and Sub shall be, the valid and binding obligations of Acquiror and Sub, enforceable in accordance with their terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Power, Authority and Validity. PESI has full right, power and corporate authority to enter into this Agreement and to perform the transactions contemplated hereby, and this Agreement is valid and binding upon and enforceable against PESI in accordance with its terms. The execution, delivery and the performance of this Agreement by PESI has been duly and validly authorized and approved by all requisite action on the part of PESI and Buyer.
Power, Authority and Validity. GoodNoise and Sub have the corporate power and authority to enter into this Agreement and other Transaction Documents to which they are a party and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of GoodNoise and Sub, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. GoodNoise and Sub are not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. This Agreement is, and each of the other Transaction Documents to which GoodNoise and Sub are a party, when executed and delivered by GoodNoise and Sub shall be, the valid and binding obligations of GoodNoise and Sub, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Power, Authority and Validity. GBID has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of GBID and no other corporate proceedings on the part of GBID are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GBID is not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Articles of Merger with the Secretary of State of the State of Colorado and appropriate documents with the relevant authorities of other states in which GBID is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GBID's business, nor consent of any governmental authority, is required to be obtained on the part of GBID to permit the transactions contemplated herein and to permit GBID to continue the business activities of GBID as previously conducted by GBID without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GBID shall be, the valid and binding obligations of GBID, enforceable in accordance with their respective terms.
Power, Authority and Validity. It has all requisite power and authority to execute and deliver this Acknowledgment and to perform its obligations hereunder and under the Guarantee Agreement, and this Acknowledgment has been duly and validly authorized by all requisite action.
Power, Authority and Validity. (a) Symantec has the corporate right, power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Symantec have been duly and validly approved by the Board of Directors of Symantec. No vote of the holders of Symantec's capital stock is required for Symantec to enter into and perform its obligations under this Agreement.
Power, Authority and Validity. Target has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Target, and, subject only to the approval of the Merger by Target's shareholders under the provisions of New York Law and Target's Certificate of Incorporation, no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. Except as set forth in Section 3.3 of the Target Disclosure Schedule, Target is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents, except for any such breaches, violations or conflicts that would not reasonably be expected to have a Material adverse effect. This Agreement is, and each of the other Transaction Documents to which Target will be a party, when executed and delivered by Target shall be, the valid and binding obligation of Target enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Power, Authority and Validity. Emusic has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of Emusic, and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents. Emusic is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. This Agreement is, and each of the other Transaction Documents to which Emusic will be a party, when executed and delivered by Emusic shall be, the valid and binding obligation of Emusic enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Power, Authority and Validity. Each of NCD, Inc. and NCD Sub has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the Acquisition have been duly authorized by the board of directors of NCD, Inc. AND NCD Sub, and no other corporate proceedings are necessary to authorize this Agreement and the other Transaction Documents. NCD is not subject to or obligated under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated in a material manner by or in material conflict with its executing and carrying out this Agreement and the Acquisition. To NCD'S knowledge, no consent of any person who is a party to a contract which is material to NCD, nor consent of any governmental body, is required to be obtained on the part of NCD to permit the consummation of the Acquisition and continue the business activities of the Z-Mail Business as previously conducted by NCD. This Agreement is, and the other Transaction Documents to which NCD is a party when executed and delivered by NCD shall be, the valid and binding obligations of NCD enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
