Execution, Delivery and Performance of Agreement. The Seller has the power and authority to execute, deliver and perform fully his obligations under this Agreement.
Execution, Delivery and Performance of Agreement. Neither the execution, delivery nor performance of this Agreement by Purchaser will, with or without the giving of notice or the passage of time, or both, conflict with, result in a default, right to accelerate or loss of rights under, or result in the creation of any lien, charge or Encumbrance pursuant to, any provision of Purchaser's certificate of incorporation or by-laws or any franchise, mortgage, deed of trust, lease, license, agreement, understanding, law, ordinance, rule or regulation or any Order, judgment or decree to which Purchaser is a party or by which it may be bound or affected. Purchaser has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, all Proceedings required to be taken by Purchaser to authorize the execution, delivery and performance of this Agreement and the agreements relating hereto, have been properly taken and this Agreement constitutes a valid and binding obligation of Purchaser.
Execution, Delivery and Performance of Agreement. The Purchaser and EST each have the power and authority to execute, deliver and perform fully their respective obligations under this Agreement.
Execution, Delivery and Performance of Agreement. The execution, delivery, and performance of this Agreement by Purchaser will not (with or without the giving of notice or the passage of time) conflict with, result in a default under, or result in the creation of any Encumbrance pursuant to:
Execution, Delivery and Performance of Agreement. The execution, delivery and performance of this Agreement by Purchaser will not, with or without the giving of notice or the passage of time, or both, conflict with, result in violation of, result in a default, right to accelerate or loss of rights under, or result in the creation of any Encumbrance pursuant to, any provision of Purchaser's certificate of incorporation or bylaws or any mortgage, deed of trust, lease, license, material agreement (including any debt instrument), law, rule, regulation, order or judgment or decree to which Purchaser is a party or by which it may be bound or affected, except as set forth on Schedule 7(b) or as could not be reasonably expected to have a material adverse effect on Purchaser's ability to consummate the transactions contemplated by this Agreement. Purchaser has the full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Purchaser has approved the entering into by Purchaser of this Agreement. There are no other corporate proceedings required to be taken by Purchaser to authorize the execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby. This Agreement constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditor's rights generally and subject to usual equity principles.
Execution, Delivery and Performance of Agreement. The execution, delivery and performance by Seller and Shareholder of this Agreement and the consummation of it by the transactions contemplated hereby have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by Seller and Shareholder and constitutes the valid and binding obligation of Seller and Shareholder, enforceable against them in accordance with its terms. The execution, delivery and performance of this Agreement by Seller and Shareholder will not, with or without the giving of notice, the passage of time, or both, violate, conflict with, result in a default, breach or loss of rights under, or result in the creation of any lien, claim or encumbrance pursuant to, any lien, encumbrance, instrument, agreement, or understanding, or any law, regulation, rule, order, judgment or decree, to which Seller or Shareholder is a party or by which he is bound or affected.
Execution, Delivery and Performance of Agreement. LONZA has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement. This Agreement has been duly executed and delivered on behalf of LONZA, and constitutes a legal, valid, binding obligation, enforceable against LONZA in accordance with its terms except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general equitable principles. The execution, delivery and performance of this Agreement does not breach, violate, contravene or constitute a default under any contracts, arrangements or commitments to which LONZA is a party or by which it is * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. bound nor does the execution, delivery and performance of this Agreement by LONZA violate any order, law or regulation of any court, governmental body or administrative or other agency having authority over it.
Execution, Delivery and Performance of Agreement. This Agreement has been duly executed and delivered by the Company and Shareholders and constitutes the legal, valid and binding obligation of the Company and Shareholders, enforceable against them in accordance with its terms. Upon the execution and delivery by Shareholders of the Escrow Agreement, Noncompetition Agreement, the Investment Letter and any other ancillary document required hereunder (collectively, the "Shareholders' Closing Documents"), the Shareholders' Closing Documents will constitute the legal, valid, and binding obligations of Shareholders, enforceable against Shareholders in accordance with their respective terms. The Company and the Shareholders have the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and the Shareholders' Closing Documents and to perform their respective obligations under this Agreement and the Shareholders' Closing Documents. The Shareholders and the Company have held a Shareholders meeting (or have executed a consent) and all resolutions required by law to approve the Merger have been duly adopted by a unanimous vote in accordance with Alabama law. Except as set forth on Section 3.2 of Shareholders' Disclosure Memorandum, the execution, delivery and performance of this Agreement by the Company and Shareholders and the consummation of the transactions contemplated hereby will not require the consent, approval or authorization of any person or governmental authority, and will not, with or without the giving of notice, the passage of time, or both, violate, conflict with, result in a default, breach or loss of rights under, or result in the creation of any lien, claim or encumbrance pursuant to, any lien, encumbrance, instrument, agreement, or understanding, or any law, regulation, rule, order, judgment or decree, to which Shareholders or the Company are a party or by which they are bound or affected.
Execution, Delivery and Performance of Agreement. The execution, delivery and performance by Sellers of this Agreement and the consummation of it by the transactions contemplated hereby have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by Sellers and constitutes the valid and binding obligation of Sellers, enforceable against Sellers, jointly and severally, in accordance with its terms. The execution, delivery and performance of this Agreement by Sellers will not, with or without the giving of notice, the passage of time, or both, violate, conflict with, result in a default, breach or loss of rights under, or result in the creation of any lien, claim or encumbrance pursuant to, any lien, encumbrance, instrument, agreement, or understanding, or any law, regulation, rule, order, judgment or decree, to which Sellers are a party or by which it is bound or affected, respectively.
Execution, Delivery and Performance of Agreement. The execution, delivery and performance by Seller of this Agreement and the consummation of it by the transactions contemplated hereby have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with the terms herein. The execution, delivery and performance of this Agreement by Seller will not
