Valid Agreements; Restrictive Documents. Seller has corporate or limited liability authority, as the case may be, and Seller and the Seller’s Shareholders have the full legal right and capacity, to execute, deliver and perform their respective obligations under this Agreement and the Other Documents to which it or they are a party, and all of the foregoing have been duly authorized by all necessary shareholder, member and corporate action of Seller. This Agreement and the Other Documents to which Seller or the Seller’s Shareholders are a party have been duly executed and delivered by Seller and the Seller’s Shareholders, respectively, and constitute the valid and binding obligation of Seller and the Seller’s Shareholders, respectively, enforceable against Seller and the Seller’s Shareholders, respectively, in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other Laws of general applicability relating to or affecting creditors’ rights or general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Except as set forth in Schedule 5.18, neither Seller nor any Seller’s Shareholder nor any Affiliate thereof is subject to, or a party to, any charter, by-law, mortgage, Lien, lease, license, permit, contract, instrument, law, regulation or Order or any other restriction of any kind or character, which has a Material Adverse Effect, or which would prevent consummation of the transactions contemplated by this Agreement and the Other Documents or compliance by Seller or the Seller’s Shareholders with the terms, conditions and provisions of this Agreement and the Other Documents. Except as set forth in Schedule 5.18, the execution, delivery and performance of this Agreement and the Other Documents and the consummation of the transactions contemplated hereby and thereby will not violate, conflict with or result in the breach of any provision of the organization documents or operating agreement of either ST or TG or any Affiliate thereof; violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, Contract, agreement, Lien, Order or other instrument to which Seller or the Seller’s Shareholders or any Affiliate thereof are a party...
Valid Agreements; Restrictive Documents. 52 7.4 Required Approvals, Notices and Consents........................54 7.5
Valid Agreements; Restrictive Documents. The execution, delivery and performance of this Agreement, and the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of Torchmark. This Agreement has been duly executed and delivered on behalf of Torchmark and constitutes its valid and binding obligation, enforceable against Torchmark in accordance with its terms, except as the enforcement thereof may be limited by applicable bankruptcy and other laws of general application relating to creditors' rights or general principles of equity. Torchmark is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, agreement, contract, instrument, law, rule, ordinance, regulation, order, judgment or decree, or any other restriction of any kind or character, which materially and adversely affects the rights granted under the License, or which would prevent consummation of the transactions contemplated by this Agreement, compliance by Torchmark with the terms, conditions and provisions of this Agreement or any other agreement entered into by Torchmark in connection with the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate, conflict with or result in the breach of any provision of the charter documents of Torchmark, (ii) violate or result in the breach of any of the terms of, result in a material modification of, or otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Torchmark is a party; (iii) violate any order, judgment, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, the Product; or (iv) violate any statute, law or regulation of any jurisdiction, which violation could have a material adverse effect on the License.
Valid Agreements; Restrictive Documents. The Stockholder has the full legal right and capacity to execute, deliver and perform this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes the valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms except as the enforcement thereof may be limited by bankruptcy, reorganization, moratorium, insolvency and other laws of general applicability relating to or affecting creditors' rights or general principles of equity. The Stockholder is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, agreement, contract, law, rule, ordinance, regulation, order, judgment or decree, or any other restriction of any kind or character, which would prevent either the consummation of the transactions contemplated by this Agreement or the compliance by the Stockholder with the terms, conditions and provisions of this Agreement or any other agreement entered into by such Stockholder in connection with the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby by such Stockholder will not (i) violate, conflict with or result in a breach of any provision of any of the Stockholder's charter documents, if any; (ii) violate any order, writ, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon the Stockholder or upon the assets of the Stockholder; or (iii) violate any statute, law or regulation of any jurisdiction.
Valid Agreements; Restrictive Documents. Xxxxxxx has the corporate authority to execute, deliver and perform its obligations under this Agreement and the Other Documents to which it is a party, including the Promissory Note, and all of the foregoing have been duly authorized by all necessary stockholder and corporate action. This Agreement and the Other Documents to which Xxxxxxx is a party have been duly executed and delivered by Xxxxxxx, and constitute a valid and binding agreement of Xxxxxxx, enforceable against it in accordance with their respective terms. Xxxxxxx is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, contract, instrument, law, rule, ordinance, regulation, or, to their knowledge, Order or any other restriction of any kind or character, which would prevent consummation of the transactions contemplated by this Agreement and the Other Documents, or compliance by Xxxxxxx with with the terms, conditions and provisions of this Agreement and the Other Documents. The execution, delivery and performance of this Agreement and the Other Documents, and the consummation of the transactions contemplated hereby and thereby will not (i) violate, conflict with or result in the breach of any provision of the charter documents or by-laws of Xxxxxxx; (ii) violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, contract, agreement, lien, Order or other instrument to which Xxxxxxx is a party or by or to which Xxxxxxx may be bound or subject; (iii) violate any Order of any Governmental Body against, or binding upon, Xxxxxxx or any of their assets which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of Xxxxxxx in the aggregate; or (iv) violate any statute, law or regulation of the United States, Delaware or New York which violation will or may reasonably be expected to be materially adverse to the condition (financial or otherwise) of Xxxxxxx in the aggregate.
Valid Agreements; Restrictive Documents. 19 6.19 REQUIRED APPROVALS, NOTICES AND CONSENTS . . . . . . . . . . . . . . . . . . . . . . . 20 6.20 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 6.21
Valid Agreements; Restrictive Documents. 11 2.11 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 11 2.12
Valid Agreements; Restrictive Documents. 22 4.4 Consents and Approvals of Governmental Authorities. . . . . . . . . . . . . . . . . . . . . . . . . 22 4.5 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . 22 4.6 Capitalization . . . . . . . . . . . . . . . . . . . . . . . 23 4.7
Valid Agreements; Restrictive Documents. Except as set forth in Schedule 2.10, Starcom is not subject to, or a party to, any charter, by-law, mortgage, lien, lease, license, permit, agreement, contract, instrument, law, rule, ordinance, regulation, order, judgment or decree, or any other restriction of any kind or character, which adversely affects the business or condition of Starcom or any of its assets or property in any material respect, or which would prevent consummation of the transactions contemplated by this Agreement, or the continued operation of Starcom's business after the date hereof on substantially the same basis as heretofore operated, or which would restrict the ability of Starcom to acquire any property or conduct business in any geographic area. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (i) violate, conflict with or result in the breach of any provision of the charter documents or by-laws of Starcom; (ii) subject to obtaining necessary consents specified in Schedule 2.25, violate, conflict with or result in the breach or material modification of any of the terms of, or constitute (or with notice or lapse of time or both constitute) a default under, or otherwise give any other contracting party the right to accelerate or terminate, any material obligation, contract, agreement, lien, judgment, decree or other instrument to which Starcom is a party or by or to which Starcom or any of its assets or properties or the Stockholders may be bound or subject; (iii) violate any order, writ, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Starcom or upon the assets of Starcom; or (iv) violate any statute, law or regulation of any jurisdiction.
Valid Agreements; Restrictive Documents. 5.19 Required Approvals, Notices and Consents. 5.20 Disclosure. 5.21 Environmental Conditions. 5.22 Health and Safety Conditions.
