Authority; Conflicts. Other than approval of the Merger by XENO’s stockholders, XENO has the necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which it will become a party. Other than approval of the Merger by XENO’s stockholders, the execution, delivery and performance of this Agreement by XENO and any related agreement to which XENO will become a party have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by XENO and constitutes the valid and binding obligation of XENO, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally and by equitable principles. The execution and delivery of this Agreement by XENO, and the consummation of the transaction contemplated hereby, do not violate any State, governmental or corporate restrictions governing these transactions. The execution and performance of this Agreement, ultimately effecting a change in control of XENO, will not constitute a breach of or a default under, result in the termination, amendment, suspension, modification, abandonment or acceleration of payment (or any right to terminate) or require a consent of another party under any agreement, indenture, mortgage, license or other instrument or document to which XENO and/or its Holders are known by XENO to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to XENO, its Holders or their properties. The execution and performance of this Agreement will not violate or conflict with any provision of the laws of the State of Nevada, the laws of the State of Delaware, laws of the United States of America or the organizational documents of XENO that would have a material adverse effect on XENO, its Holders or their properties.
Authority; Conflicts. (a) Except as set forth on Schedule 3.2(a), Seller has the requisite corporate power and authority and has taken all corporate action necessary to execute and deliver this Agreement and the Seller Ancillary Agreements, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby and thereby, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by the board of directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and performance of this Agreement or the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and (assuming the valid authorization, execution and delivery by Purchaser) constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with its terms, and the Seller Ancillary Agreements and all other instruments and agreements to be executed and delivered by Seller as contemplated hereby, upon execution and delivery by Seller (assuming the valid authorization, execution and delivery by the other parties thereto) will constitute valid and binding obligations of Seller enforceable against Seller in accordance with their terms, in each case except to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
Authority; Conflicts. (a) Parent has all requisite power and authority to execute and deliver this Agreement and each of the Parent Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and each Parent Ancillary Agreements by Parent have been duly authorized and do not require any further authorization or consent of Parent or its stockholders. This Agreement has been duly authorized, executed and delivered by Parent and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company, AcquisitionCo and of the Representative) is a legal, valid and binding agreement of Parent enforceable in accordance with its terms, and each of the Parent Ancillary Agreements has been duly authorized by Parent and upon execution and delivery by Parent will be (assuming the valid authorization, execution and delivery by each of the other parties thereto) a legal, valid and binding obligation of Parent enforceable in accordance with its terms, in each case, subject to the General Exceptions.
Authority; Conflicts. Executive represents and warrants that: (a) Executive has full power and authority to execute and deliver, and to perform all of Executive’s obligations under, this Agreement; and (b) neither the execution and delivery nor the performance of this Agreement will result directly or indirectly in a violation or breach of (i) any agreement or obligation by which Executive is or may be bound or (ii) any law, rule or regulation that is binding upon or applicable to Executive.
Authority; Conflicts. (a) Partner has all requisite limited liability company authority to execute, deliver and perform this Agreement and each of the Partner Ancillary Agreements. The execution, delivery and performance of this Agreement and the Partner Ancillary Agreements by Partner have been duly authorized and approved by Partner’s board of managers and do not require any further authorization or consent of Partner or its members. This Agreement has been duly authorized, executed and delivered by Partner and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx) is the legal, valid and binding agreement of Partner enforceable in accordance with its terms, and each of the Partner Ancillary Agreements has been duly authorized by Partner, and upon execution and delivery by Partner will be (assuming the valid authorization, execution and delivery by Xxxxxxx, where a Xxxxxxx is a party, and any other party or parties thereto) a legal, valid and binding obligation of Partner, enforceable in accordance with its terms, subject, in the case of this Agreement and each of the Partner Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.
Authority; Conflicts. (a) JV Entity has all requisite limited liability company authority to execute, deliver and perform this Agreement and each of the JV Entity Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Ancillary Agreements by JV Entity have been duly authorized and approved by JV Entity’s board of managers and do not require any further authorization or consent of JV Entity or its members. This Agreement has been duly authorized, executed and delivered by JV Entity and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and Partner) is the legal, valid and binding agreement of JV Entity enforceable in accordance with its terms, and each of the JV Entity Ancillary Agreements has been duly authorized by JV Entity, and upon execution and delivery by JV Entity will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, valid and binding obligation of JV Entity, enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Ancillary Agreements, to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.
Authority; Conflicts. Each party represents and warrants that (a) it has the corporate power and authority and the legal right to enter into this Fifth Amendment and to perform its obligations hereunder and under the Agreement (as amended by this Fifth Amendment), and (b) it is not a party to any agreement that does not permit or that prohibits it from fulfilling its obligations under this Fifth Amendment or under the Agreement (as amended by this Fifth Amendment), and each party covenants that it shall not enter into any agreement that would not permit or would prohibit it from performing its obligations hereunder and under the Agreement, including without limitation the Services described in this Fifth Amendment. Furthermore, LB represents and warrants that, to the best of its knowledge, after reasonable inquiry (a) *** has the legal right to perform the Services described in Stages 23 and 24 of the Agreement, and (b) *** is not a party to any agreement that does not permit or that prohibits it from performing the Services described in Stages 23 and 24 of the Agreement.
Authority; Conflicts. (a) Each of the Company and Parent has the corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform this Agreement and each other agreement or certificate delivered pursuant hereto and to consummate the transactions contemplated in each such agreement. This Agreement and each other agreement or certificate delivered pursuant hereto has been duly authorized, executed and delivered by each of the Company and Parent and each such agreement constitutes or will constitute (assuming the valid authorization, execution and delivery of this Agreement and each other agreement or certificate delivered pursuant hereto by Buyer) the legal, valid and binding obligation of each of the Company and Parent enforceable in accordance with its terms, in each case subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application relating to or affecting creditors' rights and to general equity principles (the "Bankruptcy Exception").
Authority; Conflicts. (a) Buyer has all requisite power and authority to execute, deliver and perform this Agreement and each of the Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by its Board of Directors and do not require any further authorization or consent of Buyer or its stockholders. This Agreement has been duly authorized, executed and delivered by Buyer and (assuming the valid authorization, execution and delivery of this Agreement by the Company and each Selling Party) is the legal, valid and binding obligation of Buyer enforceable in accordance with its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be (assuming the valid authorization, execution and delivery by the Company and each Selling Party) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms.
Authority; Conflicts. (a) Each of Buyer and each Buyer Party has the full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by Buyer and each Buyer Party have been duly and validly authorized and approved by all requisite corporate or other similar action on the part of Buyer and each Buyer Party. This Agreement has been duly and validly authorized, executed and delivered by Buyer, and (assuming the valid authorization, execution and delivery of this Agreement by Seller) is the legal, valid and binding obligation of Buyer, enforceable in accordance with its terms, and each of the Ancillary Agreements to which Buyer or any Buyer Party is or will be a party has been duly and validly authorized by Buyer or such Buyer Party and, upon execution and delivery by Buyer or such Buyer Party, will be (assuming the valid authorization, execution and delivery by the other party or parties thereto who are not Affiliates of Buyer) a legal, valid and binding obligation of Buyer or such Buyer Party enforceable in accordance with its terms, subject in each case to the Enforceability Exceptions.
