Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles. (b) The execution, delivery and performance of this Agreement by Parent or Purchaser, the consummation by them of the transactions contemplated hereby, and the compliance by Parent or Purchaser with any of the provisions hereof, will not (i) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Parent or Purchaser or any other direct or indirect subsidiary of Parent under any of the terms, conditions or provisions of (x) the charter documents or by-laws of Parent or Purchaser, or (y) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Parent or Purchaser or any other direct or indirect subsidiary of Parent is a party, or to which any of them, or any of their respective properties or assets, may be subject, or (ii) subject to compliance with the statutes and regulations referred to in the next subsection, violate any judgment, ruling, order, writ, injunction, decree, statute, rule or regulation applicable to Parent or Purcha...
Authority and Absence of Conflict. (a) Subject to obtaining the Company Shareholder Approval, the Company has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and unanimously authorized by the Board of Directors of the Company, and, except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (subject, with respect to consummation of the Merger, to the receipt of the Company Shareholder Approval, and assuming that this Agreement constitutes the valid and binding obligation of Parent and Purchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect affecting the enforcement of creditors' rights generally, or by general equitable principles regardless of whether enforceability is considered in a proceeding in equity or at law.
Authority and Absence of Conflict. (a) The Purchaser has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by the Purchaser hereunder or in connection herewith and to carry out its obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and the other agreements and instruments to be executed and delivered by the Purchaser hereunder or in connection herewith and the closing of the Transactions by the Purchaser have been duly authorized by all requisite corporate action required on the part of the Purchaser. This Agreement and the other agreements and instruments to be executed and delivered by the Purchaser hereunder or in connection herewith have been duly executed or when executed will be duly executed by the Purchaser and constitute (or upon execution, will constitute) the valid and legally binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authority and Absence of Conflict. (a) The Seller has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other agreements and instruments to be executed and delivered by the Seller hereunder or in connection herewith, and to carry out its obligations hereunder and thereunder. This Agreement and the other agreements and instruments to be executed and delivered by the Seller hereunder or in connection herewith constitute (or upon execution, will constitute) the valid and legally binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authority and Absence of Conflict. (a) Each of the Acquired Entities and its subsidiaries has the requisite corporate power and authority necessary to execute, deliver and perform its obligations under the agreements and instruments to be executed and delivered by it hereunder or in connection herewith and to carry out its obligations hereunder and thereunder. The execution and delivery by each of the Acquired Entities and its subsidiaries of the agreements and instruments to be executed and delivered by it hereunder or in connection herewith have been duly authorized by all requisite corporate action required on the part of each such entity. The agreements and instruments to be executed and delivered by each of the Acquired Entities and its subsidiaries hereunder or in connection herewith have been duly executed by such entity and constitute (or upon execution, will constitute) the valid and legally binding obligations of each such entity enforceable against it in accordance with their respective terms, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles.
Authority and Absence of Conflict. KL has the full right and authority to grant the rights and licenses as provided herein and has not previously granted any right, license or interest in or to the Licensed Patents or Licensed Know-How or any portion thereof, that is in conflict with the rights or licenses granted to O2Diesel under this Agreement.
Authority and Absence of Conflict. (a) The Company has the requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly and unanimously authorized by the Board of Directors of the Company, and, except for the Company Shareholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by Parent and Purchaser) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles.
Authority and Absence of Conflict. (a) Each of Parent and Purchaser has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the respective Boards of Directors of Parent and Purchaser, and by Parent as sole shareholder of Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and Purchaser and (assuming due authorization, execution and delivery by the Company) constitutes a valid and binding obligation of each of them, enforceable against each of them in accordance with its terms except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equitable principles.
Authority and Absence of Conflict. 13 3.5 APPROVALS............................................................. 14 3.6 FINANCIAL STATEMENTS; NO UNDISCLOSED LIABILITIES; INDEBTEDNESS........ 15
