Power and Authority; No Default. Buyer has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and performance by Buyer of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Buyer. This Agreement, when signed and delivered by Buyer, will be duly and validly executed and delivered and will be the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies.
Power and Authority; No Default. Buyer has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder. The signing, delivery and Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by [****]. performance by Buyer of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Buyer. This Agreement, when signed and delivered by Buyer, will be duly and validly executed and delivered and will be the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies.
Power and Authority; No Default. The Selling Stockholder has good and valid title to all of the Selling Stockholder Shares, free and clear of all liens, charges and encumbrances, and all of the Selling Stockholder Shares will be transferred to the Investor free and clear of all liens, charges, claims and encumbrances whatsoever (other than those in favor of the Company). The performance by the Selling Stockholder of its obligations under this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which the Selling Stockholder is bound, or any law, order, rule, regulation of any court or governmental agency or body having jurisdiction over the Selling Stockholder, the property of the Selling Stockholder or the Selling Stockholder Shares, and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Stockholder of the transactions contemplated by this Agreement.
Power and Authority; No Default. The execution, delivery and ------------------------------- performance by Buyer of this Agreement and the Ancillary Documents, and the consummation of all the transactions contemplated hereby and thereby, have been duly and validly authorized by Buyer by all necessary corporate action of Buyer's
Power and Authority; No Default. The execution, delivery and ------------------------------- performance by Buyer of this Agreement and the Buyer Ancillary Documents, and the consummation of all the transactions contemplated hereby and thereby, have been duly and validly authorized by Buyer by all necessary corporate action of Buyer's Board of Directors and, if necessary, Buyer's stockholders. This Agreement and the Buyer Ancillary Documents, when executed and delivered by Buyer, will be duly and validly executed and delivered and will be the valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally. Neither the execution and delivery of this Agreement or the Buyer Ancillary Documents by Buyer, nor the performance by Buyer of its obligations under this Agreement, will (i) violate Buyer's Certificate of Incorporation or Bylaws, (ii) result in a material violation or breach of, or permit any third party to rescind any term or provision of, or constitute a default under, any loan, note, indenture, mortgage, deed of trust, security agreement or material contract, license, lease or other agreement to which Buyer is a party or by which Buyer, or (iii) violate any law, statute, rule or regulation or order, writ, judgment, injunction or decree of any court, administrative agency or government body applicable to Buyer. No filing, authorization or approval, governmental or otherwise, is necessary to enable Buyer to enter into, and to perform its obligations under, this Agreement and the Buyer Ancillary Agreements, except for (a) such filings as may be required to comply with federal and state securities laws and (b) the filings required by the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act").
Power and Authority; No Default. Buyer has all requisite power and authority to enter into and deliver this Agreement and to perform its obligations hereunder, including closing the purchase and sale of the Purchased Assets, on or before the deadlines set forth herein. The signing, delivery and performance by Buyer of this Agreement, and the consummation of all the transactions contemplated hereby, have been duly and validly authorized by Buyer and any governing body whose permission Buyer must obtain prior to entering into this Agreement or consummating the transactions contemplated hereby. Subject to Seller’s representations and warranties in Section 5 herein, this Agreement has been duly and validly executed and delivered by Buyer and constitutes its valid and binding obligation, enforceable against Buyer in accordance with its terms, subject only to the laws relating to bankruptcy, insolvency and relief of debtors, and rules and laws governing specific performance, injunctions, relief and other equitable remedies.
Power and Authority; No Default. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents, and the consummation of all the transactions contemplated hereby and thereby, have been duly and validly authorized by the Buyer by all necessary corporate action of each Buyer's Boards of Directors. This Agreement and the Ancillary Documents, when executed and delivered by the Buyer, will be duly and validly executed and delivered and will be the valid and binding obligations of the Buyer, enforceable against Buyer in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, moratorium, fraudulent conveyance and other laws affecting creditors and general principles or equity. Neither the execution and delivery of this Agreement or the Ancillary Documents by the Buyer, nor the performance by the Buyer of its obligations under this Agreement, will (i) violate the Buyer's Certificate of Incorporation or Bylaws, (ii) to the Buyer's knowledge, materially violate any law, statute, rule or regulation or order, writ, judgment, injunction or decree of any court, administrative agency or government body applicable to the Buyer.
Power and Authority; No Default. The execution, delivery and performance of this Agreement by Seller and the transfers, conveyances, assignments and deliveries contemplated hereby have been duly authorized by all necessary corporate action of Seller's board of directors, which constitutes all required corporate action. This Agreement is the valid and binding obligation of Seller, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or violate the Articles of Incorporation or By-laws of Seller or result in a violation or breach of, or permit any third party to modify or rescind any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, promissory note, contract, license or other agreement to which Seller is a party or to which any of the Assets relate, including without limitation the Contracts, other than the "FAA Contract" described on Exhibit B, which requires consent of the Federal Aviation Administration, and under Seller's bank credit agreement where the consent of the lender is required, which Seller shall obtain prior to Closing.
Power and Authority; No Default. The execution, delivery and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action. This Agreement is the valid and binding obligation of Buyer, enforceable against it in accordance with these terms. Neither the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby will conflict with or violate the Certificate of Incorporation or By-Laws of Buyer.
Power and Authority; No Default. Except as set forth in SCHEDULE 1 hereto, each Selling Shareholder has the unrestricted power and the unqualified right to enter into this Agreement and to transfer and deliver the Stock pursuant to the terms hereof. Each Selling Shareholder has good and valid title to the Stock, free and clear of all liens, charges and encumbrances, and all of the Stock will, at Closing, be transferred to the Company free and clear of all liens, charges, claims and encumbrances whatsoever. Except as set forth in SCHEDULE 1 hereto, the performance by each Selling Shareholder of its obligations under this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which such Selling Shareholder is a party or by which such Selling Shareholder is bound, or any law, order, rule, regulation of any court or governmental agency or body having jurisdiction over a Selling Shareholder, the property of the Selling Shareholder or the Stock, and no consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Selling Shareholders of the transactions contemplated by this Agreement.
