Authority and Conflict Sample Clauses

Authority and Conflict. BevCanna has all necessary corporate power, authority and capacity to enter into this Agreement and all other Contracts to be executed by BevCanna as contemplated by this Agreement, and to perform its obligations hereunder and under such other Contracts. Newco has all necessary corporate power, authority and capacity to enter into all Contracts to be executed by Newco as contemplated by this Agreement, and to perform its obligations under such Contracts. The execution and delivery of this Agreement by BevCanna and the completion by BevCanna and Newco of the transactions contemplated hereby have been authorized by the BevCanna Board and the board of directors of Newco, and subject to obtaining approval of the CSE and the Registrar, no other corporate proceedings on the part of BevCanna or Newco are necessary to authorize this Agreement or the completion by BevCanna and Newco of the transactions contemplated hereby other than the filing of the Amalgamation Application with the Registrar. This Agreement has been executed and delivered by BevCanna and constitutes a legal, valid and binding obligation of BevCanna, enforceable against BevCanna in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by BevCanna of this Agreement and the performance by each BevCanna and Newco of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:
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Authority and Conflict. Naturo has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Naturo as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Naturo and the completion by Naturo of the transactions contemplated by this Agreement have been authorized by the Naturo Board, and subject to obtaining the Naturo Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of Naturo are necessary to authorize this Agreement or the completion by Naturo of the transactions contemplated hereby, other than approval by Securities Authorities. This Agreement has been executed and delivered by Naturo and constitutes a legal, valid and binding obligation of Naturo, enforceable against Naturo in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Naturo of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:
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Authority and Conflict. Each of Advantagewon and Opulence has all necessary corporate power, authority and capacity to enter into this Agreement and all other Contracts to be executed by Advantagewon and Opulence as contemplated by this Agreement, and to perform its obligations hereunder and under such other Contracts. The execution and delivery of this Agreement by Advantagewon and Opulence and the completion by Advantagewon and Opulence of the transactions contemplated hereby have been authorized by the both the Advantagewon Board and the Opulence Board, and subject to obtaining approval of the CSE and the Registrar, no other corporate proceedings on the part of Advantagewon or Opulence are necessary to authorize this Agreement or the completion by Advantagewon and Opulence of the transactions contemplated hereby other than the filing of the Articles of Amalco with the Registrar. This Agreement has been executed and delivered by each of Advantagewon and Opulence and constitutes a legal, valid and binding obligation of each of Advantagewon and Opulence enforceable against each of Advantagewon and Opulence in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Advantagewon and Opulence of this Agreement and the performance by each of Advantagewon and Opulence of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not result in a violation, contravention or breach, constitute a default under, or entitle any third party to terminate, accelerate, modify or call any obligations or rights under, require any consent to be obtained under or give rise to any termination rights under any provision of:
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Authority and Conflict. Groundstar has all necessary corporate power, authority and capacity to enter into this Agreement and all other Contracts to be executed by Groundstar as contemplated by this Agreement, and to perform its obligations hereunder and under such other Contracts. The execution and delivery of this Agreement by Groundstar and the completion by Groundstar of the transactions contemplated hereby have been authorized by the Advantagewon Board, and subject to obtaining approval of the TSXV and the Registrar, no other corporate proceedings on the part of Groundstar or Advantagewon are necessary to authorize this Agreement or the completion by Groundstar and Advantagewon of the transactions contemplated hereby other than the filing of the Articles of Amalco with the Registrar. This Agreement has been executed and delivered by Groundstar and constitutes a legal, valid and binding obligation of Groundstar enforceable against Groundstar in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Groundstar of this Agreement and the performance by Groundstar of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:
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Authority and Conflict. The Borrowers and each other Loan Party have the right and power and are duly authorized and empowered to enter into, execute and deliver this Agreement and the Loan Documents to which they are a party and perform their obligations hereunder and thereunder as applicable. The execution, delivery and performance of this Agreement and the Loan Documents does not and shall not, in any material respect, conflict with the provisions of the Constating Documents of each Loan Party thereto or any statute, regulation, ordinance or rule of Law, or any material agreement, contract or other document which may now or hereafter be binding on the Borrowers, any other Loan Party or any of their respective Subsidiaries, except as contemplated herein, and the execution, delivery and performance of this Agreement and the Loan Documents, as applicable, shall not result in the imposition of any Lien or other encumbrance upon any of the property of the Borrowers, any other Loan Party or any of their respective Subsidiaries under any existing indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument by which any of the Borrowers, other Loan Party, and their respective Subsidiaries or any of their property may be bound or affected. This Agreement and each of the other Loan Documents have been duly executed and delivered by each Loan Party thereto. No consent, approval, authorization or other order or other action by and no notice to or filing with any Governmental Authority or any other Person is required for the execution, delivery or performance of this Agreement and each other Loan Document to which each Loan Party is a party.
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Authority and Conflict. Telferscot has all necessary corporate power, authority and capacity to enter into this Agreement and all other agreements and instruments to be executed by Telferscot as contemplated by this Agreement, and to perform its obligations hereunder and under such other agreements and instruments. The execution and delivery of this Agreement by Telferscot and the completion by Telferscot of the transactions contemplated hereby have been authorized by the Telferscot Board and, subject to obtaining the Telferscot Shareholder Approval in the manner contemplated herein, no other corporate proceedings on the part of Telferscot are necessary to authorize this Agreement or the completion by Telferscot of the transactions contemplated hereby other than the filing of the Articles of Amendment and the filing of the Articles of Amalco with the Director. This Agreement has been executed and delivered by Telferscot and constitutes a legal, valid and binding obligation of Telferscot, enforceable against Telferscot in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors’ rights generally, and to general principles of equity. The execution and delivery by Telferscot of this Agreement and the performance by Telferscot of its obligations hereunder and the completion of the transactions contemplated hereby, do not and will not:
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Related to Authority and Conflict

  • Authority and Consents Seller has the right, power, legal capacity and authority to enter into, and perform its obligations under this Agreement, and no approvals or consents of any persons or entity other than Seller are necessary in connection with it. The execution and delivery of this Agreement by Seller have been duly authorized by all necessary corporate action of Seller (including any necessary action by Seller's security holders), and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms.

  • Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.

  • Authority and Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

  • Authority and Approval NAP has all requisite limited partnership power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it, except that the consummation of the Merger is subject to receipt of the NAP Written Consent. The execution and delivery of this Agreement by NAP, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by NAP have been duly authorized and approved by all requisite partnership action on the part of NAP, except that the consummation of the Merger is subject to receipt of the NAP Written Consent. At a meeting duly called and held, the NAP Conflicts Committee, by unanimous vote, in good faith (a) determined that this Agreement and the transactions contemplated hereby are in the best interest of NAP and the Holders of NAP Public Units, (b) approved this Agreement and the transactions contemplated hereby, including the Merger (the foregoing constituting the NAP Special Approval), (c) resolved to make the NAP Conflicts Committee Recommendation and (d) resolved to recommend, and to direct the NAP Board to recommend, the approval of this Agreement and the Merger, by the Holders of NAP Public Units. At a meeting duly called and held and upon the receipt of the recommendation of the NAP Conflicts Committee, the NAP Board, by unanimous vote, (i) determined that this Agreement and the transactions contemplated hereby are in the best interests of NAP and the Holders of NAP Public Units, (ii) approved this Agreement and the transactions contemplated hereby, including the Merger, and (iii) directed that this Agreement be submitted to a vote of Holders of NAP Common Units, made the NAP Board Recommendation and authorized the Holders of NAP Common Units to act by written consent pursuant to Section 13.11 and Section 14.3 of the NAP Partnership Agreement. The adoption of this Agreement by the written consent in lieu of a meeting of the Holders of at least a majority of the Outstanding (as defined in the NAP Partnership Agreement) Common Units in accordance with Section 13.11 and Section 14.3 of the NAP Partnership Agreement (the “NAP Written Consent”) is the only vote or approval of partnership interests in NAP necessary to approve and adopt this Agreement and approve and consummate the transactions contemplated by this Agreement, including the Merger. This Agreement has been duly executed and delivered by NAP and constitutes the valid and legally binding obligation of NAP, enforceable against NAP in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a Proceeding at law or in equity).

  • Authority and No Violation (a) The consummation of the Acquisition, the execution, delivery and performance of this Credit Agreement and the other Fundamental Documents to which it is a party, by each Credit Party, the grant to the Administrative Agent for the benefit of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders of the security interest in the Collateral and the Pledged Securities as contemplated herein and by the other Fundamental Documents and, in the case of the Borrowers, the Borrowings hereunder and the execution, delivery and performance of the Notes and, in the case of each Guarantor, the guaranty of the Obligations as contemplated in Article 9 hereof, (i) have been duly authorized by all necessary corporate or company (as applicable) action on the part of each such Credit Party, (ii) will not constitute a violation of any provision of Applicable Law in any material respect or any order of any Governmental Authority applicable to such Credit Party, or any of its properties or assets in any material respect, (iii) will not violate any provision of the Certificate of Incorporation, By-Laws, limited liability company agreement or any other organizational document of any Credit Party, (iv) will not violate any provision of any Distribution Agreement, indenture, agreement, bond, note or other similar instrument to which such Credit Party is a party or by which such Credit Party or any of its properties or assets are bound in any material respect, (v) will not be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a material default under, or create any right to terminate, any such Distribution Agreement, indenture, agreement, bond, note or other instrument, and (vi) will not result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of the properties or assets of any of the Credit Parties other than pursuant to this Credit Agreement or the other Fundamental Documents.

  • Authority; No Conflict (a) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

  • Authority and Non-Contravention The Executive represents and warrants to the Company that he has the legal right to enter into this Agreement and to perform all of the obligations on his part to be performed hereunder in accordance with its terms and that he is not a party to any agreement or understanding, written or oral, which could prevent him from entering into this Agreement or performing all of his obligations hereunder.

  • Authority and Execution It has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate, partnership or limited liability company, as the case may be, action to authorize the execution, delivery and performance of this Guaranty.

  • Authority and Validity He has the capacity and authority to execute, deliver and perform this Agreement and all other agreements and documents he is executing or will execute in connection herewith or therewith.

  • Authority and Duties All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent so provided, by the Board.

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