Valid Agreements; Restrictive Documents. Each of KDTI and KDTI-NY has corporate authority to execute, deliver and perform their respective obligations under this Agreement and the Other Documents to which it is a party, including the Promissory Note, and all of the foregoing have been duly authorized by all 52 60 necessary stockholder and corporate action. This Agreement and the Other Documents to which KDTI or KDTI-NY is a party, including the Promissory Note, have been duly executed and delivered by KDTI and KDTI-NY, respectively, and constitute a valid and binding agreement of KDTI and KDTI-NY, respectively, enforceable against KDTI and KDTI-NY, respectively, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Except as set forth in any Schedule to this Agreement, KDTI-NY and KDTI are not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, rule, ordinance, regulation, or, to their knowledge, Order or any other restriction of any kind or character, which would prevent consummation of the transactions contemplated by this Agreement and the Other Documents, including the Promissory Note, or compliance by KDTI-NY or KDTI with the terms, conditions and provisions of this Agreement and the Other Documents, including the Promissory Note. The execution, delivery and performance of this Agreement and the Other Documents, including the Promissory Note, and the consummation of the transactions contemplated hereby and thereby will not (i) violate, conflict with or result in the breach of any provision of the charter documents or by-laws of KDTI or KDTI-NY; (ii) violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, contract, agreement, lien, Order or other instrument to which KDTI or KDTI-NY is a party or by or to which KDTI or KDTI-NY may be bound or subject; (iii) violate any Order of any Governmental Body against, or binding upon, KDTI or KDTI-NY or any of their assets which violation will or may reasonably be expec...
Valid Agreements; Restrictive Documents. IndeNet has the full authority to execute, deliver and perform this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly authorized, executed and delivered by IndeNet and constitutes a valid and binding agreement of IndeNet enforceable against IndeNet in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights or general principles of equity. IndeNet is not subject to, or a party to, any mortgage, lien, lease, license, permit, agreement, contract, instrument, law, rule, ordinance, regulation, order, judgment or decree, or any other restriction of any kind or character, which would prevent consummation of the transactions contemplated by this Agreement or compliance by IndeNet with the terms, conditions and provisions of this Agreement or any other agreement entered into by IndeNet in connection with the transactions contemplated herein. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any obligation, contract, agreement, lien, judgment, decree or other instrument to which IndeNet is a party or by or to which IndeNet may be bound or subject; (ii) violate any order, writ, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, IndeNet or its assets; or (iii) violate any statute, law or regulation of any jurisdiction.
Valid Agreements; Restrictive Documents. 52 7.4 Required Approvals, Notices and Consents........................54 7.5
Valid Agreements; Restrictive Documents. SPEED has corporate authority, and Ronaxx xxx the full legal right and capacity, to execute, deliver and perform their respective obligations under this Agreement and the Other Documents to which it or he is a party, and all of the foregoing have been duly authorized by all necessary shareholder and corporate action of SPEED. This Agreement and the Other Documents to which SPEED or Ronaxx xx a party have been duly executed and delivered by SPEED and Ronaxx, xxspectively, and constitute the valid and binding obligation of SPEED and Ronaxx, xxspectively, enforceable against SPEED and Ronaxx, xxspectively, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Except as set forth in Schedule 6.18, or in any other Schedule to this Agreement, neither SPEED nor any SPEED Stockholder is subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation or, to the knowledge of SPEED or Ronaxx, Xxder or any other restriction of any kind or character, which has a Material Adverse Effect, or which would 47 55 prevent consummation of the transactions contemplated by this Agreement and the Other Documents or compliance by SPEED or Ronaxx xxxh the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 6.18, the execution, delivery and performance of this Agreement and the Other Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or result in the breach of any provision of the charter documents or by-laws of SPEED; violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, contract, agreement, lien, Order or other instrument to which SPEED or Ronaxx xx a party or by or to which it or his or any of its or his respective assets or properties may be bound or subject; violate any Order of any Governmental Body against, or binding upon SPEED or Ronaxx xx upon any of their respective Ass...
Valid Agreements; Restrictive Documents. 11 2.11 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.12
Valid Agreements; Restrictive Documents. 22 4.4 Consents and Approvals of Governmental Authorities. . . . . . . . . . . . . . . . . . . . . . . . . 22 4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.6 Capitalization . . . . . . . . . . . . . . . . . . . . . . . 23 4.7
Valid Agreements; Restrictive Documents. Except as set forth in Schedule 2.10, Starcom is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, agreement, contract, instrument, law, rule, ordinance, regulation, order, judgment or decree, or any other restriction of any kind or character, which adversely affects the business or condition of Starcom or any of its assets or property in any material respect, or which would prevent consummation of the transactions contemplated by this Agreement, or the continued operation of Starcom's business after the date hereof on substantially the same basis as heretofore operated, or which would restrict the ability of Starcom to acquire any property or conduct business in any geographic area. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate, conflict with or result in the breach of any provision of the charter documents or by-laws of Starcom; (ii) subject to obtaining necessary consents specified in Schedule 2.25, violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, contract, agreement, lien, judgment, decree or other instrument to which Starcom is a party or by or to which Starcom or any of its assets or properties or the Stockholders may be bound or subject; (iii) violate any order, writ, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Starcom or upon the assets of Starcom; or (iv) violate any statute, law or regulation of any jurisdiction.
Valid Agreements; Restrictive Documents. 5.19 Required Approvals, Notices and Consents. 5.20 Disclosure. 5.21 Environmental Conditions. 5.22 Health and Safety Conditions.
Valid Agreements; Restrictive Documents. Seller has corporate authority, and Seller and the Seller’s Shareholder have the full legal right and capacity, to execute, deliver and perform their respective obligations under this Agreement and the Other Documents to which it or they are a party, and all of the foregoing have been duly authorized by all necessary shareholder and corporate action of Seller. This Agreement and the Other Documents to which Seller and/or the Seller’s Shareholder are a party have been duly executed and delivered by Seller and/or the Seller’s Shareholder, respectively, and constitute the valid and binding obligation of Seller and/or the Seller’s Shareholder, respectively, enforceable against Seller and/or the Seller’s Shareholder, respectively, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other Laws of general applicability relating to or affecting creditors’ rights or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Except as set forth in Schedule 5.18, neither Seller nor Seller’s Shareholder nor any of their respective Affiliates is subject to, or a party to, any charter, by-law, mortgage, Lien, lease, license, permit, contract, instrument, law, regulation or Order or any other restriction of any kind or character, which has a Material Adverse Effect, or which would prevent consummation of the transactions contemplated by this Agreement and the Other Documents or compliance by Seller or the Seller’s Shareholder with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 5.18, the execution, delivery and performance of this Agreement and the Other Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or result in the breach of any provision of the organization documents or operating agreement of HotRocket or any of its Affiliates; violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, Contract, agreement, Lien, Order or other instrument to which Seller or the Seller’s Shareholder or any of their respective Affiliates are a party or by or to which they or ...
Valid Agreements; Restrictive Documents. 19 6.19 REQUIRED APPROVALS, NOTICES AND CONSENTS . . . . . . . . . . . . . . . . . . . . . . . 20 6.20 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6.21
