Common use of Valid Agreements; Restrictive Documents Clause in Contracts

Valid Agreements; Restrictive Documents. SPEED has corporate authority, and Rona▇▇ ▇▇▇ 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 Rona▇▇ ▇▇ a party have been duly executed and delivered by SPEED and Rona▇▇, ▇▇spectively, and constitute the valid and binding obligation of SPEED and Rona▇▇, ▇▇spectively, enforceable against SPEED and Rona▇▇, ▇▇spectively, 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 Rona▇▇, ▇▇der 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 Rona▇▇ ▇▇▇h 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 Rona▇▇ ▇▇ 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 Rona▇▇ ▇▇ upon any of their respective Assets and which violation would have a Material Adverse Effect; or violate any statute, law or regulation of the U.S. or New York and, which violation would have a Material Adverse Effect.

Valid Agreements; Restrictive Documents. SPEED Each of Traffix and Purchaser has corporate authority, and Rona▇▇ ▇▇▇ the full legal right and capacity, authority 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 SPEEDaction. This Agreement and the Other Documents to which SPEED Traffix or Rona▇▇ ▇▇ Purchaser is a party party, have been duly executed and delivered by SPEED Traffix and Rona▇▇Purchaser, ▇▇spectivelyrespectively, and constitute the a valid and binding obligation agreement of SPEED Traffix and Rona▇▇Purchaser, ▇▇spectivelyrespectively, enforceable against SPEED Traffix and Rona▇▇Purchaser, ▇▇spectivelyrespectively, 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 Purchaser and Traffix are not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation orrule, to the knowledge of SPEED ordinance, regulation, or Rona▇▇, ▇▇der Order 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 Documents, or compliance by SPEED Purchaser or Rona▇▇ ▇▇▇h Traffix with the terms, conditions and provisions of this Agreement and the Other DocumentsDocuments or which has a Material Adverse Effect on Purchaser’s business following the Closing. Except as set forth in Schedule 6.18, the The execution, delivery and performance of this Agreement and the Other Documents Documents, 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 SPEEDTraffix or Purchaser; (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 SPEED Traffix or Rona▇▇ ▇▇ Purchaser is a party or by or to which it Traffix or his or any of its or his respective assets or properties Purchaser may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon SPEED upon, Traffix or Rona▇▇ ▇▇ upon Purchaser or any of their respective Assets and assets which violation would have a Material Adverse Effectwill or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of Traffix and Purchaser in the aggregate or of Purchaser individually; or (iv) violate any statute, law or regulation of the U.S. United States or New York and, any State thereof which violation would have a Material Adverse Effectwill or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of Traffix and Purchaser in the aggregate or of Purchaser individually.

Valid Agreements; Restrictive Documents. SPEED Seller has corporate or limited liability authority, as the case may be, and Rona▇▇ ▇▇▇ Seller and the Seller’s Shareholders 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 he is they are a party, and all of the foregoing have been duly authorized by all necessary shareholder shareholder, member and corporate action of SPEEDSeller. This Agreement and the Other Documents to which SPEED Seller or Rona▇▇ ▇▇ the Seller’s Shareholders are a party have been duly executed and delivered by SPEED Seller and Rona▇▇the Seller’s Shareholders, ▇▇spectivelyrespectively, and constitute the valid and binding obligation of SPEED Seller and Rona▇▇the Seller’s Shareholders, ▇▇spectivelyrespectively, enforceable against SPEED Seller and Rona▇▇the Seller’s Shareholders, ▇▇spectivelyrespectively, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws 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 Agreement5.18, neither SPEED Seller nor any SPEED Stockholder Seller’s Shareholder nor any Affiliate thereof is subject to, or a party to, any charter, by-law, mortgage, lienLien, lease, license, permit, contract, instrument, law, regulation or, to the knowledge of SPEED or Rona▇▇, ▇▇der Order 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 Seller or Rona▇▇ ▇▇▇h the Seller’s Shareholders with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 6.185.18, 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 organization documents or by-laws operating agreement of SPEEDeither ST or TG or any Affiliate thereof; 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, contractContract, agreement, lienLien, Order or other instrument to which SPEED Seller or Rona▇▇ ▇▇ the Seller’s Shareholders or any Affiliate thereof are a party or by or to which it or his they or any of its or his their respective assets or properties may be bound or subject; violate any Order of any Governmental Body Authority against, or binding upon SPEED Seller or Rona▇▇ ▇▇ the Seller’s Shareholders or any Affiliate thereof or upon any of their respective Assets and which violation would have a Material Adverse Effectassets; or violate any statute, law Law or regulation of the U.S. United States or New York any state having jurisdiction; and, which violation violations, conflicts or breaches of any of the foregoing would have a Material Adverse Effect.

Valid Agreements; Restrictive Documents. SPEED Each of KDTI and KDTI-NY has corporate authority, and Rona▇▇ ▇▇▇ the full legal right and capacity, authority to execute, deliver and perform their respective obligations under this Agreement and the Other Documents to which it or he is a party, including the Promissory Note, and all of the foregoing have been duly authorized by all 52 60 necessary shareholder stockholder and corporate action of SPEEDaction. This Agreement and the Other Documents to which SPEED KDTI or Rona▇▇ ▇▇ KDTI-NY is a party party, including the Promissory Note, have been duly executed and delivered by SPEED KDTI and Rona▇▇KDTI-NY, ▇▇spectivelyrespectively, and constitute the a valid and binding obligation agreement of SPEED KDTI and Rona▇▇KDTI-NY, ▇▇spectivelyrespectively, enforceable against SPEED KDTI and Rona▇▇KDTI-NY, ▇▇spectivelyrespectively, 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 KDTI-NY and KDTI are not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation rule, ordinance, regulation, or, to the knowledge of SPEED or Rona▇▇their knowledge, ▇▇der Order 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 Documents, including the Promissory Note, or compliance by SPEED KDTI-NY or Rona▇▇ ▇▇▇h KDTI with the terms, conditions and provisions of this Agreement and the Other Documents, including the Promissory Note. Except as set forth in Schedule 6.18, the The execution, delivery and performance of this Agreement and the Other Documents 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 SPEEDKDTI 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 SPEED KDTI or Rona▇▇ ▇▇ KDTI-NY is a party or by or to which it KDTI or his or any of its or his respective assets or properties KDTI-NY may be bound or subject; (iii) violate any Order of any Governmental Body against, or binding upon SPEED upon, KDTI or Rona▇▇ ▇▇ upon KDTI-NY or any of their respective Assets and assets which violation would have a Material Adverse Effectwill or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI and KDTI-NY in the aggregate; or (iv) violate any statute, law or regulation of the U.S. United States, Delaware or New York and, which violation would have a Material Adverse Effectwill or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI and KDTI-NY in the aggregate.

Valid Agreements; Restrictive Documents. SPEED Each of Traffix and Purchaser has corporate authority, and Rona▇▇ ▇▇▇ the full legal right and capacity, authority 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 SPEEDaction. This Agreement and the Other Documents to which SPEED Traffix or Rona▇▇ ▇▇ Purchaser is a party party, have been duly executed and delivered by SPEED Traffix and Rona▇▇Purchaser, ▇▇spectivelyrespectively, and constitute the a valid and binding obligation agreement of SPEED Traffix and Rona▇▇Purchaser, ▇▇spectivelyrespectively, enforceable against SPEED Traffix and Rona▇▇Purchaser, ▇▇spectivelyrespectively, 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 Purchaser and Traffix are not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation orrule, to the knowledge of SPEED ordinance, regulation, or Rona▇▇, ▇▇der Order 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 Documents, or compliance by SPEED Purchaser or Rona▇▇ ▇▇▇h Traffix with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 6.18, the The execution, delivery and performance of this Agreement and the Other Documents Documents, 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 SPEEDTraffix or Purchaser; (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 SPEED Traffix or Rona▇▇ ▇▇ Purchaser is a party or by or to which it Traffix or his or any of its or his respective assets or properties Purchaser may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon SPEED upon, Traffix or Rona▇▇ ▇▇ upon Purchaser or any of their respective Assets and assets which violation would have a Material Adverse Effectwill or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of Traffix and Purchaser in the aggregate; or (iv) violate any statute, law or regulation of the U.S. United States or New York and, any State thereof which violation would have a Material Adverse Effectwill or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of Traffix and Purchaser in the aggregate.

Valid Agreements; Restrictive Documents. SPEED ADSI has corporate authority, and Rona▇▇ ▇▇▇ each of the ADSI Stockholders has 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 and the Merger have been duly authorized by all necessary shareholder and corporate action of SPEEDADSI. This Agreement and the Other Documents to which SPEED ADSI or Rona▇▇ ▇▇ an ADSI Stockholder is a party have been duly executed and delivered by SPEED ADSI and Rona▇▇, ▇▇spectively, the ADSI Stockholders and constitute the valid and binding obligation of SPEED ADSI and Rona▇▇the ADSI Stockholders, ▇▇spectivelyrespectively, enforceable against SPEED ADSI and Rona▇▇the ADSI Stockholders, ▇▇spectivelyrespectively, 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)equity. Except as set forth in Schedule SCHEDULE 6.18, or in any other Schedule or Exhibit to this Agreement, neither SPEED ADSI nor any SPEED ADSI Stockholder is subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation orregulation, to the knowledge of SPEED order, judgment or Rona▇▇decree, ▇▇der or any other restriction of any kind or character, which has a Material Adverse Effectmaterially adversely affects the ADSI Business or the condition of any of its Assets, or which would 47 55 prevent consummation of the transactions contemplated by this Agreement and the Other Documents or compliance by SPEED ADSI or Rona▇▇ ▇▇▇h the ADSI Stockholders with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 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 SPEEDADSI; 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 36 45 terminate, any material obligation, contract, agreement, lien, Order judgment, decree or other instrument to which SPEED ADSI or Rona▇▇ ▇▇ any ADSI Stockholder is 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, and which acceleration or termination would have a material adverse effect on ADSI or the ADSI Business; violate any Order order, writ, judgment, injunction, award or decree of any Governmental Body court, arbitrator or governmental or regulatory body against, or binding upon SPEED ADSI or Rona▇▇ ▇▇ upon any of their respective Assets its assets and which violation would have a Material Adverse Effectmaterial adverse effect on ADSI or the conduct of the ADSI Business; or violate any statute, law or regulation of the U.S. or New York and, and which violation would have a Material Adverse Effectmaterial adverse effect on ADSI or the conduct of the ADSI Business.

Valid Agreements; Restrictive Documents. SPEED Seller has corporate authority, and Rona▇▇ ▇▇▇ 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 he is they are a party, and all of the foregoing have been duly authorized by all necessary shareholder and corporate action of SPEEDSeller. This Agreement and the Other Documents to which SPEED or Rona▇▇ ▇▇ Seller and/or the Seller’s Shareholder are a party have been duly executed and delivered by SPEED and Rona▇▇Seller and/or the Seller’s Shareholder, ▇▇spectivelyrespectively, and constitute the valid and binding obligation of SPEED and Rona▇▇Seller and/or the Seller’s Shareholder, ▇▇spectivelyrespectively, enforceable against SPEED and Rona▇▇Seller and/or the Seller’s Shareholder, ▇▇spectivelyrespectively, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws 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 Agreement5.18, neither SPEED Seller nor Seller’s Shareholder nor any SPEED Stockholder of their respective Affiliates is subject to, or a party to, any charter, by-law, mortgage, lienLien, lease, license, permit, contract, instrument, law, regulation or, to the knowledge of SPEED or Rona▇▇, ▇▇der Order 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 Seller or Rona▇▇ ▇▇▇h the Seller’s Shareholder with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 6.185.18, 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 organization documents or by-laws operating agreement of SPEEDHotRocket 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, contractContract, agreement, lienLien, Order or other instrument to which SPEED Seller or Rona▇▇ ▇▇ the Seller’s Shareholder or any of their respective Affiliates are a party or by or to which it or his they or any of its or his their respective assets or properties may be bound or subject; violate any Order of any Governmental Body Authority against, or binding upon SPEED Seller or Rona▇▇ ▇▇ the Seller’s Shareholder or any of their respective Affiliates or upon any of their respective Assets and assets; or violate any statute, Law or regulation of the United States or any state having jurisdiction; and, which violation violations, conflicts or breaches of any of the foregoing would have a Material Adverse Effect; or violate any statute. For purposes of this Section 5.18, law or regulation of the U.S. or New York and, which violation would have a Material Adverse Effectterm Affiliate shall not include Clockwork.