Common use of Valid Agreements; Restrictive Documents Clause in Contracts

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 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 United States, Delaware or New York which violation will 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. Each of KDTI and KDTI-NY Seller has corporate authority or limited liability authority, as the case may be, and 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 is or they are a party, including the Promissory Note, and all of the foregoing have been duly authorized by all 52 60 necessary stockholder shareholder, member and corporate actionaction of Seller. This Agreement and the Other Documents to which KDTI Seller or KDTI-NY is the Seller’s Shareholders are a party, including the Promissory Note, party have been duly executed and delivered by KDTI Seller and KDTI-NYthe Seller’s Shareholders, respectively, and constitute a the valid and binding agreement obligation of KDTI Seller and KDTI-NYthe Seller’s Shareholders, respectively, enforceable against KDTI Seller and KDTI-NYthe Seller’s Shareholders, respectively, 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 5.18, neither Seller nor any Schedule to this Agreement, KDTI-NY and KDTI are not 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, rule, ordinance, regulation, or, to their knowledge, 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, including the Promissory Note, Documents or compliance by KDTI-NY Seller or KDTI the Seller’s Shareholders with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 5.18, including the Promissory Note. The execution, delivery and performance of this Agreement and the Other Documents, including the Promissory Note, 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 organization documents or by-laws operating agreement of KDTI either ST or KDTI-NYTG or any Affiliate thereof; (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, contractContract, agreement, lienLien, Order or other instrument to which KDTI Seller or KDTI-NY is the Seller’s Shareholders or any Affiliate thereof are a party or by or to which KDTI they or KDTI-NY any of their respective assets or properties may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon, KDTI upon Seller or KDTI-NY the Seller’s Shareholders or any Affiliate thereof or upon any of their assets which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI and KDTI-NY in the aggregaterespective assets; or (iv) violate any statute, law Law or regulation of the United StatesStates or any state having jurisdiction; and, Delaware which violations, conflicts or New York which violation will or may reasonably be expected to be materially adverse to breaches of any of the condition (financial or otherwise) of KDTI and KDTI-NY in the aggregateforegoing would have a Material Adverse Effect.

Valid Agreements; Restrictive Documents. Each of KDTI and KDTI-NY LCSG has corporate authority 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, including the Promissory Note, and all of the foregoing have been duly authorized by all 52 60 necessary stockholder shareholder and corporate actionaction of LCSG. This Agreement and the Other Documents to which KDTI or KDTI-NY LCSG is a party, party (including but not limited to the Promissory Note, ) have been duly executed and delivered by KDTI and KDTI-NY, respectivelyLCSG,, and constitute a the valid and binding agreement obligation of KDTI and KDTI-NY, respectivelyLCSG,, enforceable against KDTI and KDTI-NY, respectivelyLCSG,, 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 4.14, or in any other Schedule to this Agreement, KDTI-NY and KDTI are LCSG is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, rule, ordinance, regulation, regulation or, to their knowledgethe 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, including the Promissory Note, Documents or compliance by KDTI-NY or KDTI LCSG 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, Documents (including but not limited to 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-NYLCSG; (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 LCSG is a party or by or to which KDTI it or KDTI-NY any of its respective assets or properties may be bound or subject; (iii) violate any Order of any Governmental Body against, or binding upon, KDTI upon LCSG or KDTI-NY or upon any of their assets its Assets and which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI and KDTI-NY in the aggregatewould have a Material Adverse Effect; or (iv) violate any statute, law or regulation of the United States, Delaware U.S. or New York or Florida and, which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI and KDTI-NY in the aggregatewould have a Material Adverse Effect.

Valid Agreements; Restrictive Documents. Each of KDTI Traffix and KDTI-NY Purchaser 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 Traffix or KDTI-NY Purchaser is a party, including the Promissory Note, have been duly executed and delivered by KDTI Traffix and KDTI-NYPurchaser, respectively, and constitute a valid and binding agreement of KDTI Traffix and KDTI-NYPurchaser, respectively, enforceable against KDTI Traffix and KDTI-NYPurchaser, 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 Purchaser and KDTI Traffix 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, or 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 Purchaser or KDTI Traffix with the terms, conditions and provisions of this Agreement and the Other Documents, including Documents or which has a Material Adverse Effect on Purchaser’s business following the Promissory NoteClosing. 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 Traffix or KDTI-NYPurchaser; (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 Traffix or KDTI-NY Purchaser is a party or by or to which KDTI Traffix or KDTI-NY Purchaser may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon, KDTI Traffix or KDTI-NY Purchaser or any of their assets which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI Traffix and KDTI-NY Purchaser in the aggregateaggregate or of Purchaser individually; or (iv) violate any statute, law or regulation of the United States, Delaware States or New York any State thereof which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI Traffix and KDTI-NY Purchaser in the aggregateaggregate or of Purchaser individually.

Valid Agreements; Restrictive Documents. Each of KDTI and KDTI-NY ADSI has corporate authority authority, and 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, including the Promissory Note, and all of the foregoing and the Merger have been duly authorized by all 52 60 necessary stockholder shareholder and corporate actionaction of ADSI. This Agreement and the Other Documents to which KDTI ADSI or KDTI-NY an ADSI Stockholder is a party, including the Promissory Note, party have been duly executed and delivered by KDTI ADSI and KDTI-NY, respectively, the ADSI Stockholders and constitute a the valid and binding agreement obligation of KDTI ADSI and KDTI-NYthe ADSI Stockholders, respectively, enforceable against KDTI ADSI and KDTI-NYthe ADSI Stockholders, 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)equity. Except as set forth in SCHEDULE 6.18, or in any other Schedule or Exhibit to this Agreement, KDTI-NY and KDTI are not neither ADSI nor any ADSI Stockholder is subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, rule, ordinance, regulation, ororder, to their knowledgejudgment or decree, Order or any other restriction of any kind or character, which materially adversely affects the ADSI Business or the condition of any of its Assets, or which would prevent consummation of the transactions contemplated by this Agreement and the Other Documents, including the Promissory Note, or compliance by KDTI-NY ADSI or KDTI the ADSI Stockholders with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in SCHEDULE 6.18, including the Promissory Note. The execution, delivery and performance of this Agreement and the Other Documents, including the Promissory Note, 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 KDTI or KDTI-NYADSI; (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 36 45 terminate, any material obligation, contract, agreement, lien, Order judgment, decree or other instrument to which KDTI ADSI or KDTI-NY any ADSI Stockholder is a party or by or to which KDTI it or KDTI-NY 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; (iii) 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, KDTI upon ADSI or KDTI-NY or upon any of their its assets and which violation will would have a material adverse effect on ADSI or may reasonably be expected to be materially adverse to the condition (financial or otherwise) conduct of KDTI and KDTI-NY in the aggregateADSI Business; or (iv) violate any statute, law or regulation of the United States, Delaware U.S. or New York and which violation will would have a material adverse effect on ADSI or may reasonably be expected to be materially adverse to the condition (financial or otherwise) conduct of KDTI and KDTI-NY in the aggregateADSI Business.

Valid Agreements; Restrictive Documents. Each of KDTI Traffix and KDTI-NY Purchaser 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 Traffix or KDTI-NY Purchaser is a party, including the Promissory Note, have been duly executed and delivered by KDTI Traffix and KDTI-NYPurchaser, respectively, and constitute a valid and binding agreement of KDTI Traffix and KDTI-NYPurchaser, respectively, enforceable against KDTI Traffix and KDTI-NYPurchaser, 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 Purchaser and KDTI Traffix 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, or 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 Purchaser or KDTI Traffix 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 Traffix or KDTI-NYPurchaser; (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 Traffix or KDTI-NY Purchaser is a party or by or to which KDTI Traffix or KDTI-NY Purchaser may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon, KDTI Traffix or KDTI-NY Purchaser or any of their assets which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI Traffix and KDTI-NY Purchaser in the aggregate; or (iv) violate any statute, law or regulation of the United States, Delaware States or New York any State thereof which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of KDTI Traffix and KDTI-NY Purchaser in the aggregate.