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.
(b) The execution and delivery of this Agreement or any of the JV Entity Ancillary Agreements by JV Entity, the consummation of any of the transactions contemplated hereby or thereby by JV Entity or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will not:
(i) assuming the receipt of all necessary consents and approvals, the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 8.2(b)(ii), result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the certificate of formation or operating agreement of JV Entity, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which JV Entity is a party or any of their respective properties is subject or by which JV Entity is bound, (3) any Court Order to which JV Entity is a party or by which they are bound or (4) any Requirements of Law affecting JV Entity, other than, in the case of clauses (2), (3) and (4) above, any such brea...
Authority; Conflicts. ICON and MERGER SUB have the necessary power and authority to execute, deliver and perform this Agreement and any related agreements to which it will become a party. The execution, delivery and performance of this Agreement by ICON and MERGER SUB and any related agreement to which ICON and MERGER SUB, respectively, will become a party have been duly and validly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by ICON and MERGER SUB and constitutes the valid and binding obligation of ICON and MERGER SUB, respectively, 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 ICON and MERGER SUB, 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 ICON, 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 ICON or MERGER SUB are known by ICON or MERGER SUB to be a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to ICON, MERGER SUB 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, the laws of the United States of America or the organizational documents of ICON or MERGER SUB that would have a material adverse effect on ICON, MERGER SUB or their properties.
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. 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) 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.
(b) The execution and delivery of this Agreement or any of the Partner Ancillary Agreements by Partner, the consummation of any of the transactions contemplated hereby or thereby by Partner and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Partner will not:
(i) assuming the receipt of all necessary consents and approvals, the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 6.2(b)(ii), result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the certificate of formation or operating agreement of Partner, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which Partner is a party or any of their respective properties is subject or by which Partner is bound, (3) any Court Order to which Partner is a party or by which they are bound or (4) any Requirements of Law affecting Partner, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults...
Authority; Conflicts. Each of the parties represents and warrants that it has all necessary rights and authority to execute and deliver this Agreement and perform its obligations hereunder, and that its execution, delivery and performance of this Agreement will not conflict with or constitute a default under any other contract or obligation to which it is a party.
Authority; Conflicts. 8 4.4 Bankruptcy............................................................ 8 4.5
Authority; Conflicts. (a) The Company has the requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated herein have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and all other agreement sand instruments to be executed by the Company in connection herewith have been duly and validly executed and delivered by the Company and constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and conditions.
(b) Subject to the receipt of all Third Party Consents and except as set forth in SCHEDULE 4.3, Seller's and the Company's execution, delivery, and performance of this Agreement and the transactions contemplated hereby will not: (i) violate or conflict with any provision of any of the Purchased Companies' governing documents; (ii) result in the breach of any term or condition of, or constitute a default or cause the acceleration of any obligation under any agreement or instrument to which any of the Purchased Companies is a party or by which any of its assets, including the Assets is bound, including any Lease and Material Contract; or (iii) violate or conflict with any Law, except in the case of clauses (ii) and (iii) above, where such breaches, violations, or conflicts would not reasonably be expected to have a Material Adverse Effect.
Authority; Conflicts. The Shareholder and the Company have all requisite power and authority to enter into this Agreement and to sell the Shares. On or prior to the Closing, the execution, delivery and performance of this Agreement by the Shareholder and the Company and the consummation by the Shareholder and the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Shareholder and the Company. This Agreement has been duly executed on behalf of the Shareholder and the Company, and this Agreement is the valid and binding obligation of each of the Shareholder and the Company enforceable in accordance with its terms. Neither the execution, delivery and performance of this Agreement by the Shareholder and the Company, including the sale of the Shares by the Shareholder, nor the consummation of the transactions contemplated hereby nor compliance by the Shareholder and the Company with any of the provisions hereof will conflict with, or result in any violation of, or default (with or without notice of lapse of time, or both), under, or give rise to any right of termination, cancellation or acceleration or to loss of a material benefit under, any provision of the agreement of organization or formation of the Shareholder or the Company or the terms, conditions or provisions of any note, bond, lease, mortgage, indenture, license, agreement or other instrument, obligation, concession, franchise, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Shareholder or the Company or their respective properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any administrative agency or commission nor other governmental authority or instrumentality, domestic or foreign (each, a "Governmental Entity"), is required to be obtained by the Company or the Shareholder in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than filings required to be made by Shareholder under the Securities Exchange Act of 1934, 4 as amended. The Shareholder does not own any real property or have a permanent establishment in the United States. The Shareholder does not conduct a trade or business in the United States.
Authority; Conflicts. (a) Each Selling Stockholder has full power and authority to execute, deliver and perform this Agreement. Each Selling Stockholder has full power and authority to execute, deliver and perform each of the Seller Ancillary Agreements to which it is a party. This Agreement and each of the Seller Ancillary Agreements to which each Selling Stockholder is a party constitute the valid and binding obligations of each such party, enforceable in accordance with their respective terms, in each case subject to bankruptcy, insolvency, reorganization, moratorium, and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.
(b) Except as set forth in Schedule 5.4, none of the execution and delivery by each Selling Stockholder of this Agreement, the execution and delivery by a Selling Stockholder of any Seller Ancillary Agreement or the consummation by each Selling Stockholder of any of the transactions contemplated hereby or thereby, nor compliance by each Selling Stockholder with, or fulfillment by each Selling Stockholder of, the terms, conditions and provisions hereof or thereof will:
(i) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 5.4(b)(ii), require any consent or other action by any Person under, result in a violation or breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon a Selling Stockholder or any of the Shares or any of the assets of a Selling Stockholder or any of the Companies, under (1) the Charter or By-laws of a Selling Stockholder or any of the Companies, (2) any Business Agreement, (3) any note, instrument, mortgage, lease, franchise or financial obligation to which a Selling Stockholder is a party or by which a Selling Stockholder is bound, (4) any Court Order to which a Selling Stockholder or any of the Companies is a party or by which a Selling Stockholder or any of the Companies is bound or (5) any Requirements of Law affecting a Selling Stockholder or any of the Companies, other than, in the case of clauses (2), (3), (4) and (5) above, any such violations, breaches, defaults, rights, loss of rights or Encumbrances that, individually and in the aggregate, has not had and would not reasonably be expected to have...
