Common use of Validity of Transaction Clause in Contracts

Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Shares in exchange for the Warrants and Options. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Shares for the Warrants and Options. This Agreement, has been duly authorized, executed, and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, and is enforceable as to the Company in accordance with its respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulations, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal is required by the Company in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by the Company of this Agreement, and the execution, delivery, and performance of this Agreement, will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or to which any of its operations, business, properties, or assets is subject. The Shares issuable in exchange for the Warrants and Options are duly authorized, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and the Securityholders will have good title to the Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting trusts (other than any created by the Securityholders).

Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Preferred Shares in exchange for the Warrants and OptionsNotes. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Preferred Shares for the Warrants and OptionsNotes. This Agreement, has been duly authorized, executed, and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, and is enforceable as to the Company in accordance with its respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulations, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal is required by the Company in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by the Company of this Agreement, and the execution, delivery, and performance of this Agreement, will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or to which any of its operations, business, properties, or assets is subject. The Preferred Shares issuable in upon exchange for of the Warrants and Options Notes are duly authorized, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and the Securityholders Noteholders will have good title to the Preferred Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting trusts (other than any created by the Securityholders)trusts.

Validity of Transaction. The Company has Transferors have all requisite power and ----------------------- authority to execute, deliver, and perform this Agreement, Agreement and to issue transfer the HSI Shares in exchange for and the Warrants and Options. All necessary corporate proceedings of Primenergy Shares to the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Shares for the Warrants and OptionsAcquiror. This Agreement, Agreement has been duly authorized, executed, and delivered by the CompanyTransferors, and constitutes is the legal, valid, and binding obligation of the Company, each Transferor and is enforceable as to the Company Transferors in accordance with its respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulationsregulations and as disclosed in Schedule 2.2, no consent, ------------ authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federalfederal, state, local, or other governmental authority or of any court or other tribunal is required for the execution, delivery, or performance of this Agreement by Transferors or the Company in connection with the transactions contemplated herebyCompanies. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the any Transferors or either Company is a party, or by which any of its their properties or assets is are bound, is required for the execution, delivery, or performance by the Company Transferors of this Agreement, and the execution, delivery, and performance of this Agreement, by the Transferors will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or Byby-laws of the either Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or Transferors or to which any of its their operations, business, properties, or assets is subject. The HSI Shares issuable in exchange for the Warrants and Options Primenergy Shares are duly authorized, will be validly issued, fully paid, and nonassessable, will have not have been issued or transferred in violation of any preemptive right of stockholders or stockholders, rights of first refusal, options to acquire or otherwise and the Securityholders Acquiror will have good title to the HSI Shares and Primenergy Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, proxies, voting agreements and voting trusts (other than any created by the SecurityholdersAcquiror).

Validity of Transaction. The Company Purchaser has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Shares in exchange for the Warrants and Options. All necessary corporate proceedings of the Company Purchaser have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Shares for the Warrants and Options. This Agreement, Agreement has been duly authorized, executed, and delivered by the CompanyPurchaser, and constitutes is the legal, valid, and binding obligation of the CompanyPurchaser, and is enforceable as to the Company Purchaser in accordance with its respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting affecting creditors' rights generally generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or as rights to indemnification may be limited by applicable securities lawsat law). Except as to filings which may be required under applicable state securities regulations, no No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federalfederal, state, local, or other governmental authority or of any court or other tribunal is required by Purchaser for the Company in connection with execution, delivery, or performance of this Agreement by Purchaser, except as would not affect the transactions contemplated herebyability of Purchaser to perform any of its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company Purchaser is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by Purchaser of this Agreement, except for such consents as have been obtained at or prior to the Company date of this Agreement, and except as would not affect the ability of Purchaser to perform any of its material obligations under this Agreement. The execution, delivery, and performance of this Agreement, Agreement by Purchaser will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understandingunderstanding to which Purchaser is a party, or violate or result in a breach of any term of the Certificate Articles of Incorporation or By-laws of the CompanyPurchaser, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company Purchaser or to which any of its operations, business, properties, or assets is subject. The Shares issuable in exchange for , except as would not affect the Warrants and Options are duly authorized, will be validly issued, fully paid, and nonassessable, will not have been issued in violation ability of Purchaser to perform any preemptive right of stockholders or rights of first refusal, and the Securityholders will have good title to the Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting trusts (other than any created by the Securityholders)its material obligations under this Agreement.

Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Shares in exchange for the Warrants and OptionsPreferred Stock as part of the Exchange. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Shares for the Warrants and OptionsPreferred Stock as part of the Exchange. This Agreement, has been duly authorized, executed, and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, and is enforceable as to the Company in accordance with its respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally or as rights to indemnification may be limited by applicable securities laws. Except as to filings which may be required under applicable state securities regulations, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal is required by the Company in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by the Company of this Agreement, and the execution, delivery, and performance of this Agreement, will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or to which any of its operations, business, properties, or assets is subject. The Shares issuable in exchange for the Warrants and Options Shares are duly authorized, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and the Securityholders Preferred Stockholders will have good title to the Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting trusts (other than any created by the SecurityholdersPreferred Stockholders).

Validity of Transaction. The Company has Shareholders own the number of Interests set forth opposite his name on Exhibit A to this Agreement. The Shareholders have all requisite power and authority to execute, deliver, and perform this Agreement, Agreement and to issue sell to iBIZ the Shares in exchange for Interests to be sold by the Warrants and OptionsShareholders pursuant hereto. All necessary corporate proceedings of or other similar actions by the Company Shareholders have been duly taken to authorize the execution, delivery, and performance of this Agreement, Agreement and to authorize the issuance sale of the Shares for Interests by the Warrants and OptionsShareholders. This Agreement, Agreement has been duly authorized, executed, and delivered by the CompanyShareholders, and constitutes is the legal, valid, and binding obligation of the CompanyShareholders, and is enforceable as to the Company Shareholders in accordance with its respective terms, terms except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, moratorium or other similar laws or by legal or equitable principles relating to or limiting affecting creditors' rights generally generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or as rights to indemnification may be limited by applicable securities lawsat law). Except as to filings which may be required under applicable state securities regulations, no No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federalfederal, state, local, or other governmental authority or of any court or other tribunal is required by the Company in connection with Shareholders for the transactions contemplated herebyexecution, delivery, or performance of this Agreement by the Shareholders, and except as would not affect the ability of a Shareholder to perform any of his material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company a Shareholder is a party, or by which any of its properties or assets is bound, is shall be required for the execution, delivery, or performance by a Shareholder of this Agreement, except for such consents as have been obtained at or prior to the Company date of this Agreement, and except as would not affect the ability of a Shareholder to perform any of his material obligations under this Agreement. The execution, delivery, and performance of this Agreement, Agreement by a Shareholder will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under under, any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate certificate or articles of Incorporation incorporation or Byby-laws (or other organizational document) of the CompanySynosphere, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company a Shareholder or to which any of its his operations, business, properties, or assets is subject, except as would not affect the ability of such Shareholder to perform any of its material obligations under this Agreement. The Shares issuable in exchange for Interests sold by the Warrants Shareholders have been duly authorized and Options validly issued and are duly authorized, will be validly issued, fully paid, paid and nonassessable, will nonassessable and have not have been issued in violation of any preemptive right of stockholders or rights of first refusal. Upon the transfer of the Interests, sold by the Shareholders to iBIZ at the Closing, iBIZ shall acquire good and the Securityholders will have good valid title to the Shares, such Interests free and clear of all claims, liens, security interests, pledges, charges, encumbrances, stockholders agreements stockholders' agreements, and voting trusts (other than any created by the Securityholdersfor and in favor of iBIZ).