Valid Agreements; Restrictive Documents. LCSG has corporate authority, and Xxxxxxxx has the full legal right and capacity, to execute, deliver and perform their respective obligations under this Agreement and the Other Documents (including but not limited to the Note, the Guaranty and the Pledge Agreement) 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 LCSG. This Agreement and the Other Documents to which LCSG is a party (including but not limited to the Note) have been duly executed and delivered by LCSG,, and constitute the valid and binding obligation of LCSG,, enforceable against LCSG,, in accordance with their respective terms. Except as set forth in Schedule 4.14, or in any other Schedule to this Agreement, LCSG is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation or, to the knowledge of LCSG, 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 LCSG with the terms, conditions and provisions of this Agreement and the Other Documents. The execution, delivery and performance of this Agreement and the Other Documents (including but not limited to the Note) 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 LCSG; 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 LCSG is a party or by or to which it or any of its respective assets or properties may be bound or subject; violate any Order of any Governmental Body against, or binding upon LCSG or upon any of its Assets and which violation would have a Material Adverse Effect; or violate any statute, law or regulation of the U.S. or New York or Florida and, which violation would have a Material Adverse Effect.
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. Required Approvals, Notices and Consents.
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. 47 6.19 Required Approvals, Notices and Consents........................48 6.20 Disclosure......................................................49 6.21 Environmental Conditions........................................49 6.22 Health and Safety Conditions....................................50 iii 6
Valid Agreements; Restrictive Documents. 52 7.4 Required Approvals, Notices and Consents........................54 7.5
Valid Agreements; Restrictive Documents. 19 6.19 REQUIRED APPROVALS, NOTICES AND CONSENTS . . . . . . . . . . . . . . . . . . . . . . . 20 6.20 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6.21
Valid Agreements; Restrictive Documents. All transactions contemplated by and necessary to this Agreement have been authorized by all necessary corporate action on the part of Dicom. This Agreement has been duly executed and delivered on behalf of Dicom and constitutes a valid and binding obligation, enforceable against Dicom in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy and other laws of general application relating to creditors' rights or general principles of equity. Dicom 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 Dicom with the terms, conditions and provisions of this Agreement or any other agreement entered into by Dicom in connection with the transactions contemplated hereby. 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 Dicom Charter Documents, (ii) violate any order, judgment, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Dicom; or (iii) violate any statute, law or regulation of any jurisdiction, which violation could have a material adverse effect on Dicom.
