Legal Capacity; No Restrictions. Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. All action required to authorize Buyer to enter into this Agreement and to carry out the transactions contemplated hereby has been properly taken; and this Agreement constitutes the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by Buyer in accordance with its terms will not, 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 Encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to (a) any provision of the Buyer's respective certificates of incorporation or by-laws, as currently amended and in effect or (b) any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which Buyer is a party or by which it (or any of its assets, properties, operations or business) may be bound, subject to or affected.
Legal Capacity; No Restrictions. Mexco has the legal capacity, power and authority to execute, deliver and perform this Agreement and the Ancillary Documents, and to consummate the transactions contemplated hereby. All corporate acts required to be taken by Mexco to enter into this Agreement and to carry out the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part ofMexco. This Agreement constitutes the legal, valid and binding obligation ofMexco enforceable in accordance with its terms subject to (i) bankruptcy, insolvency or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) equitable principles of law.
Legal Capacity; No Restrictions. The Shareholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform his obligations hereunder. All acts required to be taken by the Shareholder to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Shareholder in accordance with its terms will not, 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 Encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to (a) any provision of the certificate of incorporation, as now in effect, or by-laws, as now in effect, of the Company, or (b) any material franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which the Shareholder or the Company is a party or by which either of them (or any of their assets, properties, operations or businesses) may be bound, subject to or affected.
Legal Capacity; No Restrictions. Each Shareholder individually represents and warrants as to himself that such Shareholder (i) has full legal capacity, power and authority to execute and deliver this Agreement and to perform his obligations hereunder; (ii) all acts required to be taken by such Shareholder to enter into this Agreement and to carry out the transactions contemplated hereby has been properly taken; and (iii) this Agreement has been duly and validly executed by such Shareholder and constitutes a legal, valid and binding obligation of such Shareholder, enforceable in accordance with its terms. Each Shareholder individually represents as to himself that the execution, delivery and performance of this Agreement by such Shareholder in accordance with its terms will not, 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 Encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to (a) any provision of the articles of incorporation, as now in effect, or by-laws, as now in effect, of the Company, or (b) any material franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which such Shareholder or the Company is a party or by which either of them (or any of their assets, properties, operations or businesses) may be bound, subject to or affected.
Legal Capacity; No Restrictions. The Buyer has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Buyer of this Agreement and the performance by the Buyer of the transactions contemplated hereby to be performed by it have been duly authorized by all necessary corporate and stockholder actions on the part of the Buyer. This Agreement has been duly executed and delivered by a duly authorized officer of the Buyer and, assuming the due execution and delivery of this Agreement by the Shareholders and the Company, constitutes a valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms. The execution and delivery of this Agreement by the Buyer does not, and the performance by the Buyer of the transactions contemplated hereby to be performed by it will not (i) conflict with the certificate of incorporation or by laws of the Company, (ii) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, any contract, permit, order, judgment or decree to which the Buyer is a party or to which it is bound, (iii) constitute a violation of any law or regulation applicable to the Buyer, or (iv) result in the creation of any Encumbrance upon any of the assets of the Buyer, excluding any such Encumbrances created by the refinancing of debt of the Company as more specifically described in Section 8.9 below.
Legal Capacity; No Restrictions. (a) Xxxxxxxxxx has the full legal capacity, power and authority to execute, deliver and perform this Agreement, the Deposit Agreement and any and all other agreements, certificates and documents executed or delivered, or to be reasonably executed or delivered by Xxxxxxxxxx in connection herewith (collectively, the "Ancillary Documents"), and to consummate the transactions contemplated hereby or therewith. This Agreement constitutes a legal, valid and binding obligation of Xxxxxxxxxx enforceable in accordance with the terms established herein, subject to (i) bankruptcy, insolvency or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) equitable principles of law; and
Legal Capacity; No Restrictions. Las Americas Broadband has the full legal capacity, power and authority to execute, deliver and perform this Agreement and the Ancillary Documents, and to consummate the transactions contemplated hereby and thereby. All acts required to be taken by Las Americas Broadband to enter into this Agreement and to carry out the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Las Americas Broadband, and this Agreement constitutes a legal, valid and binding obligation of Las Americas Broadband enforceable in accordance with its terms subject to (1) bankruptcy, insolvency or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) equitable principles of law.
Legal Capacity; No Restrictions. The Company has the full legal capacity, corporate power and authority to execute and deliver this Agreement and to perform the obligations hereunder. All acts required to be taken by the Company and the Shareholders to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, valid and binding obligation of the Company and the Shareholders, enforceable in accordance with its terms subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (b) equitable principles of law. The execution, delivery and performance of this Agreement by the Company and the Shareholders in accordance with its terms will not, 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 Encumbrance (as hereinafter defined) pursuant to, or require the consent of any third party or governmental authority pursuant to (a) any provision of the Articles of Incorporation, as now in effect, or By-laws, as now in effect, of the Company, or (b) any material franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which the Company or the Shareholders are a party or by which either of them (or any of their assets, properties, operations or businesses) may be bound, subject to or affected.
Legal Capacity; No Restrictions. Each of the Buyer and the Merger Subsidiary has full corporate power and authority to execute and deliver this Agreement and to perform each of the obligations hereunder. All action required to authorize each of the Buyer and the Merger Subsidiary to enter into this Agreement and to carry out the transactions contemplated hereby has been properly taken; and this Agreement constitutes the legal, valid and binding obligation of the Buyer and the Merger Subsidiary, enforceable in accordance with its terms. The execution, delivery and performance of this Agreement by the Buyer and the Merger Subsidiary in accordance with its terms will not, 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 Encumbrance pursuant to, or require the consent of any third party or governmental authority pursuant to (a) any provision of the Buyer's Articles of Incorporation or By-laws, as currently amended and in effect, (B) any provision of the Merger Subsidiary's Articles of Incorporation or By-laws, as currently amended and in effect or (c) any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which either the Buyer or the Merger Subsidiary is a party or by which it (or any of its assets, properties, operations or business) may be bound, subject to or affected.
Legal Capacity; No Restrictions. Each of the Shareholders has full legal capacity, power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder. All acts required to be taken by the Shareholders to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken; and this Agreement, assuming the due execution and delivery of this Agreement by IBS, constitutes a legal, valid and binding obligation of each of the Shareholders, enforceable in accordance with its terms except to the extent that enforceability may be limited by bankruptcy laws and other laws of general application relating to creditor's rights, general principles of equity or principles of public policy. The execution, delivery and performance of this Agreement by each of the Shareholders in accordance with its terms will not, 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 any rights under, or result in the creation of any Encumbrance (as defined in Section 4.B) pursuant to, or require the consent of any third party or governmental authority pursuant to (a) any provision of the articles of incorporation, as now in effect, or bylaws, as now in effect, of the Company, or (b) any franchise, mortgage, indenture or deed of trust or any material lease, license or other agreement or any law, regulation, order, judgment or decree to which any of the Shareholders or the Company is a party or by which any of them (or any of their assets, properties, operations or businesses) may be bound, subject to or affected, which would have a material adverse effect on the Company.
