Authority and Enforceability; No Conflicts Sample Clauses

Authority and Enforceability; No Conflicts. (i) The Note Holder has full power or capacity and authority to execute this Agreement and the other Transaction Documents to which the Note Holder is (or will be) a party and to perform the Note Holder’s obligations hereunder and thereunder. This Agreement has been duly executed and delivered by the Note Holder and, assuming the due authorization, execution and delivery by the Company, this Agreement is the legal, valid and binding obligation of the Note Holder, enforceable against the Note Holder in accordance with its terms, and each of the other Transaction Documents to which the Note Holder is (or will be) a party, when executed by the Note Holder, and assuming the due authorization, execution and delivery by each of the other parties thereto other than the Note Holder, will be the valid and binding obligation of the Note Holder, enforceable against the Note Holder in accordance with its terms, in each case, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, ​ insolvency, reorganization, moratorium or other applicable Law affecting or relating to creditors’ rights generally and general principles of equity. (ii) The execution, delivery and performance by the Note Holder of this Agreement and, as applicable, the other Transaction Documents to which the Note Holder is (or will be) a party and the consummation by the Note Holder of the Transactions do not and will not (A) violate (with or without the giving of notice or lapse of time or both) any applicable Law applicable to the Note Holder, (B) require any consent, release, waiver, approval or authorization of, declaration, filing or registration with, or notice to, any Person applicable to the Note Holder, or (C) result in the creation of any Lien on any Company Convertible Notes. (iii) The Note Holder has reviewed his, her or its obligations under this Agreement, including the amendment of his, her or its Company Convertible Notes under Section 2 and the release of the Released Claims pursuant to Section 3.
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Authority and Enforceability; No Conflicts. (a) Such Member has full power, capacity, and authority to execute this Agreement and the Transaction Documents to which such Member is (or will be) a party and to perform such Member’s obligations hereunder and thereunder. This Agreement has been duly executed and delivered by such Member and, assuming the due authorization, execution and delivery by each of the other parties hereto other than such Member, this Agreement is the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, and each of the other Transaction Documents to which such Member is (or will be) a party, when executed by such Member, and assuming the due authorization, execution and delivery by each of the other parties thereto other than such Member, will be the valid and binding obligation of such Member, enforceable against such Member in accordance with its terms except to the extent such enforceability is limited by the Enforceability Exceptions. No other proceeding, consent, approval, vote or other action on the part of such Member is necessary to approve the execution and delivery by such Member of this Agreement or the other Transaction Documents to which such Member is (or will be) a party and consummate the transactions contemplated hereby and thereby. (b) The execution, delivery and performance by such Member of this Agreement and the other Transaction Documents to which he, she or it is (or will be) a party and the consummation by such Member of the transactions contemplated hereby and thereby do not and will not as of immediately following the Closing (i) violate (with or without the giving of notice or lapse of time, or both) any Law applicable to such Member, any Organizational Documents applicable to such Member or contracts to which such Member is a party, (ii) require any consent, approval or authorization of, declaration, filing, registration or qualification with, exemption or other action by, or notice to, any Person, or (iii) result in the creation of any Encumbrance on any Equity Securities of Xxxxxxxx held by such Member, in each case, except as would not materially and adversely affect the consummation of the transactions contemplated by this Agreement.
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Authority and Enforceability; No Conflicts. The Company has all requisite power and authority to enter into the Agreement and any Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company has duly authorized the execution of this Agreement by all necessary action. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution and delivery by the Company of this Agreement, and the fulfillment of and compliance with the respective terms hereof by the Company or any Seller does not and will not (a) conflict with, or result in any violation or breach of, any provision of the Company Governing Documents or any Subsidiary’s Governing Documents, (b) conflict with, or result in any material violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation, modification or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, constitute a change in control under, require the payment of a penalty or increased fees under or result in the imposition of Liens on the Company’s or any of its Subsidiaries’ assets under, any of the terms, conditions or provisions of any Contract to which the Company or any of its Subsidiaries is a party or by which any of them or any of their assets are bound, or (c) conflict with or violate, in any material respect, any permit, concession, franchise, license, judgment, injunction, Order, writ, decree, Law applicable to the Company or any of its Subsidiaries or any of its or their respective properties or assets.
Sample 1
Authority and Enforceability; No Conflicts. (a) The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Parent, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. (b) The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated hereby will not, conflict with, or result in a violation of, any provision of the Memorandum of Association or Articles of Association of the Company, as amended to date and as currently in full force and effect. The execution and delivery of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated hereby will not, give rise to any liability on the part of the Company to make a payment to any person, or conflict with, or result in a violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, any mortgage, indenture, lease, contract or other agreement or instrument, permit,
Sample 1

Related to Authority and Enforceability; No Conflicts

  • Authority and Enforceability Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

  • Power, Authority and Enforceability The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

  • Authorization and Enforceability This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

  • Severability and Enforceability If any court of competent jurisdiction declares any provision of this Agreement invalid, void or unenforceable in whole or in part, for any reason, it shall be deemed not to affect or impair the validity of the remainder of this Agreement, which shall remain in full force and effect. To the extent that any court of competent jurisdiction concludes that any provision of this Agreement is void or voidable, the court shall reform such provision(s) to render the provision(s) enforceable, but only to the extent absolutely necessary to render the provision(s) enforceable.

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

  • Due Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Governing Law and Enforceability This Contract will be governed and construed according to the Constitution and laws of the State of Colorado. If any provision of this Contract or any application of this Contract to the School is found contrary to law, such provision or application will have effect only to the extent permitted by law. Either party may revoke this Contract if a material provision is declared unlawful or unenforceable by any court of competent jurisdiction and the parties do not successfully negotiate a replacement provision. The parties agree to meet and discuss in good faith any material changes in law that may significantly impact their relationship as set forth in the Contract.

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