Common use of Agreement Authorized and its Effect on Other Obligations Clause in Contracts

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board of directors of Compugraphics and execution of this Agreement by the Selling Shareholders, the consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and the Selling Shareholders in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board stockholders of directors Esenjay, the issuance of Compugraphics the Esenjay Common Stock and execution of this Agreement by the Selling Shareholders, ESNJ-CP Stock and the consummation of the transactions contemplated hereby hereby, will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling ShareholdersEsenjay, and this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and Esenjay enforceable against Compugraphics and the Selling Shareholders Esenjay (subject to normal equitable principles) in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally. On the filing of the Certificate of Designations with the Secretary of State of the State of Delaware, the Certificate of Designations will be a valid and binding obligation of Esenjay enforceable against Esenjay (iisubject to normal equitable principles) general principles in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of equitycreditors generally. This Agreement and At the Effective Date, the consummation of the transactions merger contemplated hereby do by this Agreement, the filing of the Certificate of Designations and the issuance of the Esenjay Common Stock and ESNJ-CP Stock will not conflict with or cause result in a violation, violation or breach or default of any term or provision of of, nor constitute a default under (i) the certificate of incorporation or bylaws of Compugraphics Esenjay or (ii) any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Esenjay or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could would not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation any material adverse change in the financial condition, properties or breach businesses of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of Esenjay and its subsidiaries or any of the Selling Shareholders is taken as a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is requiredwhole.

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement by the Board of directors of Compugraphics Precision and execution of this Agreement by the Selling Shareholders, the consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics Precision and the Selling Shareholders, and this Agreement will be a valid and binding obligation of Compugraphics Precision and the Selling Shareholders and enforceable against Compugraphics Precision and the Selling Shareholders in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This Agreement and the consummation of the transactions contemplated hereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics Precision or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Precision or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsPrecision. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics Precision or (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Precision or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsPrecision. Section 2.2 of the Compugraphics Precision Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics Precision as of the date of this Agreement, the lessors of any material property leased by Compugraphics Precision and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics Precision is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.

Agreement Authorized and its Effect on Other Obligations. Upon approval The execution, delivery and adoption performance of this Agreement by the Board of directors of Compugraphics and execution of this Agreement by the Selling Shareholders, the consummation each of the transactions contemplated hereby will Ancillary Documents to which it is a party have been duly and validly authorized by all necessary corporate action on the part of Compugraphics the Shareholder. This Agreement and each of the Selling ShareholdersAncillary Documents to which Bremxx, and this Agreement will be xxe Shareholder, RTI and/or the Trustee is a party are valid and binding obligation obligations of Compugraphics and the Selling Shareholders and enforceable against Compugraphics and Shareholder, Bremxx, XXI and/or the Selling Shareholders Trustee, as applicable, in accordance with its termstheir respective terms enforceable against the Shareholder, Bremxx, XXI and/or the Trustee, as applicable, in accordance with their respective terms except as such enforceability may be limited by (ia) equitable principles of general applicability or (b) bankruptcy, insolvency, reorganization, debtor relief fraudulent conveyance or similar laws affecting the rights of creditors generally. The execution, delivery and (ii) general principles performance of equity. This this Agreement and the consummation each of the transactions contemplated hereby do not conflict with Ancillary Documents by the Shareholder, Bremxx xxx/or cause a violationRTI, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or (ii) any indentureas applicable, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. At the Closing Date, the consummation of the transactions contemplated by this Agreement will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, under (i) the certificate respective Articles of incorporation Incorporation or bylaws Bylaws of Compugraphics the Shareholder, RTI or Recyc or (ii) to the extent such conflict, violation, breach or default could have a material adverse effect on the business, operations, assets or financial condition of Bremxx, Xxcyc, RTI or the Shareholder, any obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics Bremxx, Xxcyc, RTI or the Shareholder is a party or by which Bremxx, Xxcyc, RTI or the Shareholder or their respective properties are bound. The execution, delivery and performance of the Lease and the Lease Memorandum by the Trustee will not conflict with or result in a violation or breach of any trust indenture or agreement creating or governing, or any of its subsidiaries other document or instrument applicable to, the Trust, or any other obligation, indenture, mortgage, deed of trust, lease, contract or other agreement to which the Selling Shareholders Trustee is a party or by which any of them or their the Trust's properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on Compugraphics. Section 2.2 of the Compugraphics Disclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as of the date of this Agreement, the lessors of any material property leased by Compugraphics and the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby is required.

Agreement Authorized and its Effect on Other Obligations. Upon approval and adoption of this Agreement and approval of the Merger by the Board stockholders of directors of Compugraphics and execution of this Agreement by the Selling ShareholdersBoolx, the xxe consummation of the transactions contemplated hereby will have been duly and validly authorized by all necessary corporate action on the part of Compugraphics and the Selling ShareholdersBoolx, and xxd this Agreement will be a valid and binding obligation of Compugraphics and the Selling Shareholders and enforceable Boolx xxxorceable against Compugraphics and the Selling Shareholders in Boolx xx accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. This The Stock Option Agreement and the consummation of the transactions contemplated hereby thereby have been duly and validly authorized by all necessary corporate action on the part of Boolx, xxd the Stock Option Agreement is a valid and binding obligation of Boolx xxxorceable against Boolx xx accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization, debtor relief or similar laws affecting the rights of creditors generally, and (ii) general principles of equity. The Stock Option Agreement and the consummation of the transactions contemplated thereby do not conflict with or cause a violation, breach or default of any term or provision of (i) the certificate of incorporation or bylaws of Compugraphics or Boolx xx (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or Boolx xx any of its subsidiaries or any of the Selling Shareholders is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsBoolx. At Xt the Closing DateEffective Time, the consummation of the transactions contemplated by this Agreement Merger will not conflict with or result in a violation or breach of any term or provision of, nor constitute a default under, (i) the certificate of incorporation or bylaws of Compugraphics or Boolx xx (ii) any indenture, mortgage, deed of trust, lease, contract or other agreement to which Compugraphics or Boolx xx any of its subsidiaries or any of the Selling Shareholders 4 is a party or by which any of them or their properties are bound, other than such violations, breaches or defaults as could not reasonably be expected to have a Material Adverse Effect on CompugraphicsBoolx. Section Xection 2.2 of the Compugraphics Disclosure Boolx Xxxclosure Schedule lists all holders of any material indebtedness for borrowed money of Compugraphics as Boolx xx of the date of this Agreement, the lessors of any material property leased by Compugraphics and Boolx xxx the other parties to any Material Contract (as defined in Section 2.9) to which Compugraphics is Boolx xx a party as of the date of this Agreement in each case whose consent to the transactions contemplated hereby Merger is required.