Authorisation; No Contravention Sample Clauses

Authorisation; No Contravention. The execution, delivery and performance by each Purchaser of this Agreement and each of the other Transaction Documents to which it is a party and the Contemplated Transactions, (i) have been duly authorized by all necessary action of such Purchaser, (ii) do not contravene the terms of any Organizational Document of such Purchaser, (iii) do not violate, conflict with or result in any breach or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Encumbrance under, any Contract of such Purchaser, or any Law applicable to such Purchaser, and (iv) do not violate any Orders against, or binding upon, such Purchaser. Neither Purchaser is party to, nor bound by, any agreement that is currently in effect, granting rights to any Person which are inconsistent with the rights to be granted by the Purchasers in this Agreement or the other Transaction Documents.
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Authorisation; No Contravention. The execution, delivery and performance by such Seller of this Agreement and each of the other Transaction Documents to which it is a party and the Contemplated Transactions (i) have been duly authorized by all necessary action of such Seller (if such Seller is not a natural Person), (ii) do not contravene the terms of any Organizational Document of such Seller (if such Seller is not a natural Person), (iii) do not violate, conflict with or result in any breach or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), any Contract of such Seller, or any Law applicable to such Seller, (iv) do not violate, conflict with or result in the creation of, any Encumbrance in respect of any Shares or any of the Company’s Assets, and (v) do not violate any Orders against, or binding upon, such Seller. Such Seller is not party to, or bound by, any agreement that is currently in effect, restricting or adversely affective the ability of the Seller to sell the relevant Purchased Shares under, and in terms of, this Agreement.
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Authorisation; No Contravention. The execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents to which it is a party and the Contemplated Transactions: (i) have been duly authorized by all necessary corporate action of the Company; (ii) do not contravene the terms of any Organizational Document of the Company; (iii) do not violate, conflict with or result in any breach, default or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Encumbrance under, any Contract of the Company or any Law applicable to the Company; and (iv) do not violate any Orders against, or binding upon, the Company.
Sample 1Sample 2
Authorisation; No Contravention. The execution, delivery and performance by such Seller of this Agreement and each of the other Transaction Documents to which it is a party and the Contemplated Transactions (i) have been duly authorized by all necessary action of such Seller (if such Seller is not a natural Person), (ii) do not contravene the terms of any Organizational Document of such Seller (if such Seller is not a natural Person), (iii) do not violate, conflict with or result in any breach or contravention of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any Encumbrance under, any Contract of such Seller, or any Law applicable to such Seller, and (iv) do not violate any Orders against, or binding upon, such Seller. Such Seller is not party to, or bound by, any agreement that is currently in effect, granting rights to any Person which are inconsistent with the rights to be granted by such Seller in this Agreement or the other Transaction Documentsrestricting or adversely affective the ability of the Seller to sell the relevant Purchased Shares under, and in terms of, this Agreement.
Sample 1

Related to Authorisation; No Contravention

  • Authorization; No Contravention The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

  • No Contravention The execution, delivery, performance and observance by Seller of its obligations hereunder do not and will not:

  • Authorisations Each Obligor shall promptly:

  • Authorisation obtain or cause to be obtained, maintain in full force and effect and comply fully with all Required Authorisations, provide the Agent with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under any applicable law (whether or not in the Pertinent Jurisdiction) for the continued due performance of all the obligations of the Security Parties under each of the Security Documents;

  • Authority's Authorisation 1.1 The following person is the Authority's Representative and is authorised to act on behalf of the Secretary of State for Work and Pensions on all matters relating to the Contract. Contact details are shown in clause A5.3. Name: REDACTED Title: Authority's Representative

  • No Consent The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof.

  • Governmental Approval Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner or not renewed for a full term, and such revocation, rescission, suspension, modification or non-renewal has, or could reasonably be expected to have, a Material Adverse Effect.

  • Contractor's Authorisation 2.1 The following person is the Contractor's Representative and is authorised to act on behalf of the Contractor on all matters relating to the Contract. Contact details are shown in clause A5.3. Name: [TextReq] Title: Contractor’s Representative

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Prohibition Against Subcontracting or Assignment The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

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