Authority and Legality. (i) Customer is authorized to enter into, and perform its obligations under, this Agreement; (ii) the person signing this Agreement on behalf of Customer is duly authorized to execute this Agreement; (iii) this Agreement is valid and enforceable against Customer in accordance with its terms; and (iv) the entry into, and performance of, this Agreement by Customer will not violate any law, or conflict with any other agreement, to which Customer is subject;
Authority and Legality. (i) Member is authorized to enter into, and perform its obligations under, this Agreement;
(ii) the person signing this Agreement on behalf of Member is duly authorized to execute this Agreement;
(iii) this Agreement is valid and enforceable against Member in accordance with its terms; and
(iv) the entry into, and performance of, this Agreement by Member will not violate any law, or conflict with any other agreement, to which Member is subject;
(v) the Member will only use the products and Service for lawful purposes and in compliance with all applicable laws, rules, and regulations;
Authority and Legality. This Agreement is valid and enforceable against you in accordance with its terms; and (ii) the entry into, and performance of, this Agreement by you will not violate any law, or conflict with any other agreement, to which you are subject; • No Litigation. There is no action, suit or proceeding pending or, to your knowledge, threatened, which if decided adversely, would adversely affect your financial condition or operations.
Authority and Legality. The execution, delivery and performance by Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder has been duly authorized by proper action and do not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which Guarantor is subject 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 breach of, any material indenture, mortgage, deed of trust, charge, lien, or any material contract, agreement or other instrument to which Guarantor is a party or which may be applicable to Guarantor. This Guaranty is a legal and binding obligation of Guarantor and is enforceable against Guarantor in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights and subject, as to enforceability, to general principals of equity, regardless whether enforcement is sought in a proceeding in equity or at law.
Authority and Legality. (i) this Addendum is valid and enforceable against you in accordance with its terms; and (ii) the entry into, and performance of, this Addendum by you will not violate any law, or conflict with any other agreement, to which you are subject;
Authority and Legality. Each Party signing this Agreement represents and warrants that the person signing this Agreement on its behalf has the full authority to bind that Party. Each Party signing this Agreement represents and warrants that it has the legal capacity to enter into this Agreement, that it has read the Agreement, that it understands the Agreement and that it intends to be legally bound thereby.
Authority and Legality. BT Investments is a limited liability ---------------------- company duly organized and validly existing and in good standing under the laws of the State of Delaware with all requisite entity power to enter into this Agreement and to perform all of its obligations hereunder. ANG is a corporation organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite corporate power to enter into this Agreement and to perform all of its obligations hereunder. Except as otherwise contemplated herein, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer, and compliance with the terms hereof, have been duly authorized by all necessary entity action; will not violate any existing provision of any law, rule, or governmental regulation, or violate any existing term or provision of any order, writ, judgment, injunction or decree of any government, governmental instrumentality, public authority or court applicable to Buyers, or require the prior consent, approval or action of any other corporation or any person, firm or public authority; will not conflict with or result in a breach or default (or give any party the right to declare a breach or default upon notice or passage of time, or both) of any of the terms, conditions or provisions of the Certificate of Formation or the Operating Agreement of BT Investments or the Certificate of Incorporation or Bylaws of ANG or of any indenture, mortgage, deed of trust, or any material agreement or instrument to which Buyer is a party; and this Agreement constitutes the legal, valid and binding agreement of Buyer.
Authority and Legality. 2.1 The Issuer has full power and authority to execute and deliver the Transaction Documents, and to consummate the transactions contemplated by the Transaction Documents and, subject to fulfilment of the Conditions Precedent, has taken or obtained all necessary corporate and other actions, authorisations and consents from its directors, shareholders or otherwise to authorise the execution and performance of its obligations under the Transaction Documents to which the Issuer is a party. The Transaction Documents to which the Issuer is a party will constitute valid and legally binding obligations of the Issuer, enforceable against it in accordance with their respective terms.
2.2 The execution and delivery of, and the performance by the Issuer of its obligations under each Transaction Document does not and will not, and each Transaction Document does not and will not:
(a) result in a breach of, or constitute a default under, the Issuer’s articles of association or memorandum of association or any instrument to which any Group Company is a party or by which any Group Company or any of their respective properties is bound; or
(b) subject to obtaining the various consents and approvals set out in Clause 3.1, result in a breach of any laws to which any Group Company is subject or by which any Group Company or any of their respective properties is bound; or
(c) infringe any mortgage, contract or other undertaking or instrument to which any Group Company is a party or which is binding upon it or its assets.
2.3 Subject to the fulfilment of the Conditions Precedent, the Issuer has full power and authority to issue the Subscription Shares.
Authority and Legality. 2.1 The Issuer has full power and authority to execute, deliver and perform each of the Transaction Documents to which it is a party.
2.2 Each of the Transaction Documents to which each of the Issuer is a party, on execution by all parties thereto, constitutes validly and legally binding obligations of, and is enforceable against the Issuer.
2.3 The CB have been duly authorised by the Issuer and, when duly executed, authenticated, issued and delivered in accordance with this Agreement, the CB will constitute valid, legally binding and enforceable obligations of the Issuer and under the Law of the Cayman Islands and Hong Kong in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to the provisions hereof and those in the CB Instrument, there are no restrictions on transfer of the CB.
2.4 The Issuer is in all material respects in compliance with and will comply, in all material respects, with all applicable Law and the applicable requirements of the Listing Rules and, in particular, the Issuer is in compliance in all material respects with its disclosure obligations under the Listing Rules and the Issuer will comply with the Listing Rules in connection with the issue of the CB.
2.5 Execution, delivery and performance by the Issuer of any Transaction Document to which it is a party, the issue of the CB, the exercise of the Conversion Rights and the issuance of Conversion Shares pursuant to the conditions of the CB will not result in any breach by the Issuer of any applicable Law or the rules of any stock exchange, or a breach by the Issuer of any constitutive documents, or a breach of any indenture, trust deed, mortgage or other agreement or instrument to which the Issuer is a party or by which it or any of its properties are bound, or result in the creation or imposition of any mortgage, charge, pledge, lien or other security interest on any of the assets or properties of the Issuer.
Authority and Legality. (a) This Booklet is valid and enforceable against Customer in accordance with its terms; and (b) the entry into, and performance of, this Booklet by Customer will not violate any law, or conflict with any other agreement, to which Customer is subject;
