The Company’s Representations. The Company represents and warrants that (a) it is fully authorized, by action of any Person or body whose action is required, to enter into this Agreement and to perform its obligations under it; (b) the execution, delivery and performance of this Agreement by the Company does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document (x) to which it (or, to the best of its knowledge and belief, any of its security holders or creditors) is a party or (y) by which it (or, to the best of its knowledge and belief, any of its security holders or creditors) is bound; (c) no restrictions prohibiting exercise of the Option in the fashions described in Sections 5(a)(i) or 5(a)(ii) currently exist; and (d) upon the execution and delivery of this Agreement by the Parties, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.
Appears in 8 contracts
Samples: Nonqualified Stock Option Agreement (Education Management LLC), Nonqualified Stock Option Agreement (Brown Mackie Holding CO), Nonqualified Stock Option Agreement (Education Management LLC)