Authority and No Conflicts Sample Clauses

Authority and No Conflicts. (i) Each Purchaser has all 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 such Purchaser and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser nor the performance by such Purchaser of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of such Purchaser; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaser; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other i...

Authority and No Conflicts. (a) Geovic has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Geovic Shareholders, the Geovic Optionholders and the Geovic Warrantholders and the Court with respect to the Scheme of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Geovic and the consummation by Geovic of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Geovic are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby, other than, with respect to the completion of the Scheme of Arrangement, the approval of the Geovic Shareholders, the Geovic Optionholders and the Geovic Warrantholders and the Court as provided in this Agreement and the filing of such corporate documents under the Companies Law as are provided for in this Agreement. (b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Geovic and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (c) The board of directors of Geovic at a meeting duly called and held has determined by the unanimous approval of all directors voting that this Agreement and the transactions contemplated hereby are in the best interests of Geovic, and has resolved to recommend that the Geovic Shareholders, the Geovic Optionholders and the Geovic Warrantholders vote for the Geovic Shareholders Arrangement Resolution, the Geovic Optionholders Arrangement Resolution and the Geovic Warrantholders Arrangement Resolution, respectively. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Geovic nor the performance by it of its obligations hereunder and thereunder and the comp...

Authority and No Conflicts. 5.3.1. Each of the Vector Parties has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Each of the Vector Parties has taken all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. 5.3.2. This Agreement has been duly executed and delivered by each of the Vector Parties and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity. 5.3.3. None of the execution and delivery of this Agreement by either of the Vector Parties, the performance by either of its obligations under this Agreement or the completion of the Transaction will: 5.3.3.1. conflict with, or violate any provision of, the governing documents of either of the Vector Parties; 5.3.3.2. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a breach of any Laws applicable to either of the Vector Parties; 5.3.3.3. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a Breach of any agreement, mortgage, indenture, lease, license or other obligation or instrument to which either of the Vector Parties is a party or by which either of the Vector Parties or any of its property is bound or subject except any Breaches which would not, individually or in the aggregate have a material adverse effect on the Vector Parties.

Authority and No Conflicts. (a) Each of the Jinchuan Parties has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by the Jinchuan Parties and the consummation by the Jinchuan Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Jinchuan Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby. (b) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been and will be duly executed and delivered by the Jinchuan Parties and constitutes and, when executed, will constitute a legal, valid and binding obligation of each of the Jinchuan Parties, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.

Authority and No Conflicts. (a) Each of the Duke Energy Parties has all 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 the Duke Energy Parties and the consummation by the Duke Energy Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all requisite corporate action and no other corporate proceedings on the part of the Duke Energy Parties are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by the Duke Energy Parties and constitutes a legal, valid and binding obligation of each of the Duke Energy Parties, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity. (c) The Board of Directors of Duke Energy at a meeting duly called and held has determined by the unanimous approval of all directors voting that this Agreement and the transactions contemplated hereby are in the best interests of Duke Energy and the holders of Duke Energy Common Shares. (d) Neither the execution and delivery of this Agreement by the Duke Energy Parties nor the performance by each of them of their obligations hereunder and the completion of the transactions contemplated hereby, will: (i) conflict with, or violate any provision of, the governing documents of any of the Duke Energy Parties; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or breach any Laws applicable to Duke Energy or any of its subsidiaries; (iii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession...

Authority and No Conflicts. 17 3.4 Consents; Approvals...................................................18 3.5

Authority and No Conflicts. 4.3.1. Corel has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Corel has taken, or prior to the Closing Time will have taken, all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. 4.3.2. This agreement has been duly executed and delivered by Corel and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity. 4.3.3. None of the execution and delivery of this Agreement by Corel, the performance by it of its obligations under this Agreement or the completion of the Transaction will: 4.3.3.1. conflict with, or violate any provision of, the governing documents of Corel or any of its Material Subsidiaries; 4.3.3.2. subject to the Regulatory Approvals being made or obtained, violate or conflict with or result in a breach of any Laws applicable to Corel or any of its Material Subsidiaries; 4.3.3.3. subject to the Consents referred to in section 4.4 and Schedule A being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time or both would constitute a default) under, or result in the automatic termination or limitation of Corel's rights under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, limit or accelerate, or require any consent or waiver under (any of the foregoing, a "Breach") (1) any Non-Material Contracts and Additional Arrangements except any Breaches which would not, individually or in the aggregate have a material adverse effect on Corel or a Subsidiary and (2) any Material Contract; or 4.3.3.4. result in the imposition of any Charge on any of Corel's assets or the assets of any of its Material Subsidiaries.

Authority and No Conflicts. 6.3.1. Gerdau has all requisite corporate power and authority to enter into and to perform its obligations under this agreement. Gerdau has taken all necessary corporate action to authorize the execution and delivery by it of, and the performance of its obligations under, this agreement. 6.3.2. This agreement has been duly executed and delivered by Gerdau and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity. 6.3.3. None of the execution and delivery of this agreement by Gerdau, the performance by it of its obligations under this agreement or the completion of the Transaction will: 6.3.3.1. conflict with, or violate any provision of, the governing documents of Gerdau or the Gerdau Companies; 6.3.3.2. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Schedule A being made or obtained, violate or conflict with or result in a breach of any Laws applicable to Gerdau or the Gerdau Companies; 6.3.3.3. subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 8.6 and Schedule A being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate or accelerate, or require any consent or waiver under, any agreement, mortgage, indenture, lease, license or other obligation or instrument to which any of Gerdau or the Gerdau Companies is a party or by which any of Gerdau or the Gerdau Companies or any of its property is bound or subject; 6.3.3.4. result in the imposition of any Charge on any of Gerdau's assets or the assets of the Gerdau Companies; or 6.3.3.5. result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of the Gerdau Companies or increase any benefits under any Gerdau Plan or result in the acceleration of time of payments or vesting of any such benefits, including the time of exercise of AmeriSteel Options, except, in the case of sections 6.3.3.2 through 6.3.3.5, for any of the foregoin...

Authority and No Conflicts. (1) Lifeco has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. Lifeco has taken all necessary corporate action to authorize the execution and delivery by it of, and the performance of, its obligations under this Agreement. (2) This Agreement has been duly executed and delivered by Lifeco and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity. (3) None of the execution and delivery of this Agreement by Lifeco, the performance by it of its obligations under this Agreement or the completion of the transactions contemplated by this Agreement will: (a) conflict with, or violate any provision of the governing documents of Lifeco or any of its Subsidiaries; (b) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in section 6.3(2)(b) being made or obtained, violate or conflict with, or result in a breach of, any Laws applicable to Lifeco or any of its Subsidiaries; or (c) result in the imposition of any encumbrance, charge or lien on any of Lifeco's assets or the assets of any of its Subsidiaries; except, in the case of clauses (b) and (c), for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on Lifeco or materially impair its ability to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.

Authority and No Conflicts. (1) CLFC has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. CLFC has taken all necessary corporate action to authorize the execution and delivery by it of and the performance of its obligations under this Agreement. (2) This Agreement has been duly executed and delivered by CLFC and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally and by general principles of equity. (3) None of the execution and delivery of this Agreement by CLFC, the performance by it of its obligations under this Agreement or the completion of the transactions contemplated by this Agreement will: (a) conflict with, or violate any provision of, the governing documents of CLFC or any of its Subsidiaries; (b) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in section 6.3(2)(b) being made or obtained, violate or conflict with or result in a breach of any Laws applicable to CLFC or any of its Subsidiaries; or (c) result in the imposition of any encumbrance, charge or lien on any of CLFC's assets or the assets of any of its Subsidiaries; except, in the case of clauses (b) and (c), for any of the foregoing that would not, individually or in the aggregate, have a material adverse effect on CLFC or materially impair its ability to perform its obligations under this Agreement or prevent or materially delay the consummation of any of the transactions contemplated by this Agreement.