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. IRI 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 IRI and no other corporate proceedings on the part of IRI are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI 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 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 IRI 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 IRI's business, nor consent of any governmental authority, is required to be obtained on the part of IRI to permit the transactions contemplated herein and to permit IRI to continue the business activities of IRI as previously conducted by IRI without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI shall be, the valid and binding obligations of IRI, enforceable in accordance with their respective terms.
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. (a) Neither the Sellers nor the Company is subject to or obligated under any charter, article of incorporation, 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 the execution and carrying out of this Agreement and the transactions contemplated hereunder and under the Transaction Documents. No consent of any person who is a party to a contract to which the Company is a party, nor consent of any governmental or regulatory authority, is required to be obtained on the part of the Company nor the Sellers to permit the transactions contemplated herein.
(b) The Sellers are, and will at the Closing be, the lawful owners and registered holders of the number of shares of the Shares listed in Exhibit 1.1(a), which constitute all of the outstanding Company stock, free and clear of all liens, encumbrances, restrictions and claims of every kind. The Sellers have, and will at Closing have, full and legal right, power, authority and capacity to sell, assign, transfer and convey the Shares so owned by the Sellers pursuant to this Agreement, and the delivery to the Buyer of such Shares held by the Sellers pursuant to the provisions of this Agreement will transfer to the Buyer valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind.
(c) The Sellers have full and legal right, power, authority and capacity to execute and deliver this Agreement and the Transaction Documents and to carry out the sale of the Shares held by the Sellers and carry out the other transactions contemplated hereby without the need to obtain the consent or approval of any other party. Following the execution of this Agreement, this Agreement and each of the Transaction Documents will constitute the legal, valid and binding obligations of the Sellers, enforceable against the Sellers in accordance with its terms.
(d) The Sellers own one hundred percent (100%) of the outstanding stock of the Company and, after the Acquisition, the Buyer will own such stock free and clear of any liens, claims or encumbrances.
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. 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. Puma and Sub have the corporate power to enter into this Agreement and the other Ancillary 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 Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Boards of Directors and, on the Closing Date, by the shareholders of Puma and Sub and no other corporate proceedings on the part of Puma and Sub are necessary to authorize this Agreement, the other Ancillary Documents and the transactions contemplated herein and therein. Puma 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 by or in conflict with their executing and carrying out this Agreement and the transactions contemplated hereunder and under the Ancillary Documents. Except for (i) the filing of an agreement merger with the Secretary of State of the State of California and the Secretary of State of the State of New Hampshire and appropriate documents with the relevant authorities of other states in which Sub 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 Puma's business, nor consent of any governmental authority, is required to be obtained on the part of Puma to permit the transactions contemplated herein and continue the business activities of Puma as previously conducted by Puma without material adverse change. This Agreement is, and the other Ancillary Documents when executed and delivered by Puma and Sub shall be, the valid and binding obligations of Puma and Sub enforceable in accordance with their respective terms.
Power, Authority and Validity. JNE and RETN 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 JNE and RETN and no other corporate proceedings on the part of RETN are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. JNE and RETN 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 Delaware and appropriate documents with the relevantauthorities of other states in which RETN 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 RETN's business, nor consent of any governmental authority, is required to be obtained on the part of RETN to permit the transactions contemplated herein and to permit RETN to continue the business activities of RETN as previously conducted by RETN without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by JNE and RETN shall be, the valid and binding obligations of JNE and RETN, enforceable in accordance with their respective terms.
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 no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents except for: (i) the approval of the Merger and the Transaction Documents by the stockholders of Target and (ii) the other approvals and consents by the stockholders of Target listed on Schedule 3.3 or otherwise contemplated by the Proxy Statement. 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 other Transaction Documents. 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.
