The Corporate Agreements. (1) have been duly authorized, executed and delivered by the Group Companies and the nominee shareholders (to the extent they are party thereto) and constitute a legal, valid and binding obligation of each such Group Company and nominee shareholders, enforceable against such Group Companies and nominee shareholders in accordance with their terms unless the non-enforceability would not have a Material Adverse Effect, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) rights of acceleration, if any, and the availability of equitable remedies may be limited by equitable principles of general applicability (regardless of whether considered in a Proceeding in equity or at law);
(2) have been effected in compliance with all applicable national, provincial, municipal and local laws and no consents, approvals, authorizations, orders, registrations and qualifications by any Governmental Authority, any self-regulatory organization or any court of other tribunal or any stock exchange authorities are required in connection with the Corporate Agreements in all material respects; and
(3) are not the subject of any action, claim, suit, demand, hearing, notice of violation or deficiency or proceeding seeking to restrain, enjoin or otherwise challenge any of the transactions contemplated therein, except to the extent such would not, individually or in the aggregate, have a Material Adverse Effect.
The Corporate Agreements. (1) have been duly authorized, executed and delivered by the Group Companies and the Consigning Shareholders (to the extent they are party thereto) and constitute a legal, valid and binding obligation of each such Group Company and Consigning Shareholder, enforceable against such Group Companies and Consigning Shareholders in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;
(2) have been effected in compliance with all applicable national, provincial, municipal and local laws and no consents, approvals, authorizations, orders, registrations and qualifications by any Governmental Authority, any self-regulatory organization or any court of other tribunal or any stock exchange authorities are required in connection with the Corporate Agreements; and
(3) are not the subject of any action, claim, suit, demand, hearing, notice of violation or deficiency or proceeding seeking to restrain, enjoin or otherwise challenge any of the transactions contemplated therein, except to the extent such would not, individually or in the aggregate, have a Material Adverse Effect.
