Common use of Valid Agreements; Restrictive Documents Clause in Contracts

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. LCSG Each of Traffix and Purchaser has corporate authority, and Xxxxxxxx has the full legal right and capacity, authority 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 LCSGaction. This Agreement and the Other Documents to which LCSG Traffix or Purchaser is a party (including but not limited to the Note) party, have been duly executed and delivered by LCSG,Traffix and Purchaser, respectively, and constitute the a valid and binding obligation agreement of LCSG,Traffix and Purchaser, respectively, enforceable against LCSG,Traffix and Purchaser, 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 4.14, or in any other Schedule to this Agreement, LCSG 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 LCSGordinance, 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 Documents, or compliance by LCSG Purchaser or Traffix 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) 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 LCSGTraffix 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 LCSG Traffix or Purchaser is a party or by or to which it Traffix or any of its respective assets or properties Purchaser may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon LCSG upon, Traffix or upon Purchaser or any of its Assets and their 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 or Florida 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. LCSG SPEED has corporate authority, and Xxxxxxxx has Ronaxx xxx 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 LCSGSPEED. This Agreement and the Other Documents to which LCSG is SPEED or Ronaxx xx a party (including but not limited to the Note) have been duly executed and delivered by LCSG,SPEED and Ronaxx, xxspectively, and constitute the valid and binding obligation of LCSG,SPEED and Ronaxx, xxspectively, enforceable against LCSG,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 4.146.18, or in any other Schedule to this Agreement, LCSG neither SPEED nor any SPEED Stockholder 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 LCSGSPEED or Ronaxx, Order 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 LCSG with SPEED or Ronaxx xxxh the terms, conditions and provisions of this Agreement and the Other Documents. The Except as set forth in Schedule 6.18, 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 LCSGSPEED; 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 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 LCSG SPEED or Ronaxx xx upon any of its 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 or Florida and, which violation would have a Material Adverse Effect.

Valid Agreements; Restrictive Documents. LCSG ADSI has corporate authority, and Xxxxxxxx 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 (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 and the Merger have been duly authorized by all necessary shareholder and corporate action of LCSGADSI. This Agreement and the Other Documents to which LCSG ADSI or an ADSI Stockholder is a party (including but not limited to the Note) have been duly executed and delivered by LCSG,, ADSI and the ADSI Stockholders and constitute the valid and binding obligation of LCSG,ADSI and the ADSI Stockholders, respectively, enforceable against LCSG,ADSI and the 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. Except as set forth in Schedule 4.14SCHEDULE 6.18, or in any other Schedule or Exhibit to this Agreement, LCSG neither ADSI nor any ADSI Stockholder is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, regulation orregulation, to the knowledge of LCSGorder, Order judgment or decree, 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 prevent consummation of the transactions contemplated by this Agreement and the Other Documents or compliance by LCSG ADSI or the ADSI Stockholders with the terms, conditions and provisions of this Agreement and the Other Documents. The Except as set forth in SCHEDULE 6.18, 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 LCSGADSI; 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 LCSG ADSI or 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 LCSG ADSI or upon any of its Assets 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 or Florida 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. LCSG Seller has corporate or limited liability authority, as the case may be, and Xxxxxxxx has 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 (including but not limited to the Note, the Guaranty and the Pledge Agreement) 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 LCSGSeller. This Agreement and the Other Documents to which LCSG is Seller or the Seller’s Shareholders are a party (including but not limited to the Note) have been duly executed and delivered by LCSG,Seller and the Seller’s Shareholders, respectively, and constitute the valid and binding obligation of LCSG,Seller and the Seller’s Shareholders, respectively, enforceable against LCSG,Seller and the 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 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 4.145.18, or in neither Seller nor any other Schedule to this Agreement, LCSG Seller’s Shareholder nor any Affiliate thereof is not subject to, or a party to, any charter, by-law, mortgage, lienLien, lease, license, permit, contract, instrument, law, regulation or, to the knowledge of LCSG, 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 LCSG Seller or the Seller’s Shareholders with the terms, conditions and provisions of this Agreement and the Other Documents. The Except as set forth in Schedule 5.18, 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 organization documents or by-laws operating agreement of LCSGeither 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 LCSG is Seller or the Seller’s Shareholders or any Affiliate thereof are a party or by or to which it they or any of its their respective assets or properties may be bound or subject; violate any Order of any Governmental Body Authority against, or binding upon LCSG Seller or the Seller’s Shareholders or any Affiliate thereof or upon any of its Assets and which violation would have a Material Adverse Effecttheir respective assets; or violate any statute, law Law or regulation of the U.S. United States or New York or Florida 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. LCSG Each of KDTI and KDTI-NY has corporate authority, and Xxxxxxxx has the full legal right and capacity, authority 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 shareholder stockholder and corporate action of LCSGaction. This Agreement and the Other Documents to which LCSG KDTI or KDTI-NY is a party (party, including but not limited to the Promissory Note) , have been duly executed and delivered by LCSG,KDTI and KDTI-NY, respectively, and constitute the a valid and binding obligation agreement of LCSG,KDTI and KDTI-NY, respectively, enforceable against LCSG,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 Schedule 4.14, or in any other Schedule to this Agreement, LCSG 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 LCSGtheir knowledge, 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 Documents, including the Promissory Note, or compliance by LCSG 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 (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 LCSGKDTI 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 LCSG KDTI or KDTI-NY is a party or by or to which it KDTI or any of its respective assets or properties KDTI-NY may be bound or subject; (iii) violate any Order of any Governmental Body against, or binding upon LCSG upon, KDTI or upon KDTI-NY or any of its Assets and their 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 or Florida 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. LCSG has corporate authority, and Xxxxxxxx Xxxxxxx has the full legal right and capacity, corporate authority to execute, deliver and perform their respective its 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 necessary shareholder stockholder and corporate action of LCSGaction. This Agreement and the Other Documents to which LCSG Xxxxxxx is a party (including but not limited to the Note) have been duly executed and delivered by LCSG,Xxxxxxx, and constitute the a valid and binding obligation agreement of LCSG,Xxxxxxx, enforceable against LCSG,, it in accordance with their respective terms. Except as set forth in Schedule 4.14, or in any other Schedule to this Agreement, LCSG Xxxxxxx is 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 LCSGtheir knowledge, 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 Documents, or compliance by LCSG Xxxxxxx with 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) 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 LCSGXxxxxxx; (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 LCSG Xxxxxxx is a party or by or to which it or any of its respective assets or properties Xxxxxxx may be bound or subject; (iii) violate any Order of any Governmental Body against, or binding upon LCSG upon, Xxxxxxx or upon any of its Assets and their 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 Xxxxxxx in the aggregate; or (iv) violate any statute, law or regulation of the U.S. United States, Delaware or New York or Florida 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 Xxxxxxx in the aggregate.

Valid Agreements; Restrictive Documents. LCSG Each of Traffix and Purchaser has corporate authority, and Xxxxxxxx has the full legal right and capacity, authority 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 LCSGaction. This Agreement and the Other Documents to which LCSG Traffix or Purchaser is a party (including but not limited to the Note) party, have been duly executed and delivered by LCSG,Traffix and Purchaser, respectively, and constitute the a valid and binding obligation agreement of LCSG,Traffix and Purchaser, respectively, enforceable against LCSG,Traffix and Purchaser, 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 4.14, or in any other Schedule to this Agreement, LCSG 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 LCSGordinance, 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 Documents, or compliance by LCSG Purchaser or 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. The execution, delivery and performance of this Agreement and the Other Documents (including but not limited to the 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 LCSGTraffix 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 LCSG Traffix or Purchaser is a party or by or to which it Traffix or any of its respective assets or properties Purchaser may be bound or subject; (iii) violate any Order of any Governmental Body Authority against, or binding upon LCSG upon, Traffix or upon Purchaser or any of its Assets and their 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 or Florida 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. LCSG has corporate authority, KDTI and Xxxxxxxx has KDTI-NY each have the full legal right and capacity, corporate authority 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, Merger and all 40 49 of the foregoing have transactions contemplated thereby. The Merger has been duly authorized by all necessary shareholder and corporate action of LCSGKDTI and KDTI-NY. This Agreement and the Other Documents to which LCSG KDTI or KDTI-NY is a party (including but not limited to the Note) have been duly and validly authorized, executed and delivered by LCSG,, KDTI and KDTI-NY and constitute the a valid and binding obligation agreement of LCSG,, each of them enforceable against LCSG,, it 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. Except as set forth in Schedule 4.14, or in any other Schedule to this Agreement, LCSG is KDTI-NY and KDTI are not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, agreement, contract, instrument, law, regulation orrule, to the knowledge of LCSGordinance, Order regulation, order, judgment or decree, 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 KDTI-NY or KDTI 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; (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 material obligation, contract, agreement, lien, Order judgment, decree or other instrument to which LCSG KDTI or KDTI-NY is a party or by or to which it KDTI or any of its respective assets or properties KDTI-NY may be bound or subject, except where such acceleration or termination will not result in an adverse effect on KDTI and KDTI-NY in the aggregate or on KDTI's or KDTI-NY's conduct of its business; (ii) 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 LCSG upon, KDTI or upon any KDTI-NY or their assets, except where such violation will not result in an adverse effect on KDTI and KDTI-NY in the aggregate or on KDTI's conduct of its Assets and which violation would have a Material Adverse Effect; business as it is presently conducted 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.shall be conducted