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 breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or (ii) require the approval, consent, authorization or act of, or the making by JV Entity of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
Appears in 2 contracts
Samples: Contribution and Investment Agreement (Allscripts Healthcare Solutions, Inc.), Contribution and Investment Agreement
Authority; Conflicts. (a) JV Entity Except as set forth on Schedule 3.2(a), Seller has the requisite corporate power and authority and has taken all requisite limited liability company authority corporate action necessary to execute, execute and deliver and perform this Agreement and each of the JV Entity 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 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 JV Entity Ancillary Agreements consummation by JV Entity Seller of the transactions contemplated hereby and thereby, have been duly authorized and approved by JV Entity’s the board of managers directors of Seller. No other corporate action on the part of Seller is necessary to authorize the execution, delivery and do not require any further authorization performance of this Agreement or consent the Seller Ancillary Agreements by Seller and the consummation of JV Entity or its membersthe transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by JV Entity Seller and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and PartnerPurchaser) is the legal, constitutes a valid and binding agreement obligation of JV Entity Seller enforceable against Seller in accordance with its terms, and each of the JV Entity Seller Ancillary Agreements has been duly authorized and all other instruments and agreements to be executed and delivered by JV EntitySeller as contemplated hereby, and upon execution and delivery by JV Entity will be Seller (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, will constitute valid and binding obligation obligations of JV Entity, Seller enforceable against Seller in accordance with its their terms, subject, in each case except to the case of this Agreement and each of the JV Entity Ancillary Agreements, extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws Laws affecting the enforcement of general application relating to or affecting creditors’ rights generally and to by general equity equitable principles.
(b) The execution and delivery of this Agreement or any of Agreement, the JV Entity Seller Ancillary Agreements by JV Entityand such other instruments and agreements do not (or will not, as applicable), and the consummation of any of the transactions contemplated hereby or and 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 conflict with any of the provisions of the certificate of incorporation or by-laws or other equivalent charter documents of Seller or the Company, (ii) subject to 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 Consents referred to in Section 8.2(b)(ii)3.6, materially conflict with, result in a material breach of the terms, conditions or provisions ofmaterial default under (with or without notice or lapse of time, or constitute both) or give rise to a defaultright of termination, an event of default or an event creating rights of acceleration, termination or cancellation or a acceleration of any material obligation or to loss of rights under (1) the certificate of formation or operating agreement of JV Entitya material benefit under, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation Material Contract 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 the Company is a party or by which they are the Company or any of its assets is bound or subject or any material Contract to which Seller is a party of by which Seller or any of its assets is bound or subject, (4iii) subject to the receipt of the Consents referred to in Section 3.6, materially contravene any Requirements Law or Court Order currently in effect or (iv) result in the creation or imposition of Law affecting JV Entityany Encumbrance on any of the Shares (other than those created by Purchaser or arising out of the acquisition or ownership of the Shares by Purchaser) or any properties or assets of the Company, other than, except in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights assets or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any properties of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyCompany for Permitted Encumbrances.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Envestnet, Inc.)
Authority; Conflicts. (a) JV Entity Purchaser has the requisite corporate power and authority and has taken all requisite limited liability company authority corporate action necessary to execute, execute and deliver and perform this Agreement and each of the JV Entity Purchaser 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 Agreement, the Purchaser Ancillary Agreements and all other instruments and agreements to be executed and delivered by Purchaser as contemplated hereby and thereby, and the JV Entity Ancillary Agreements consummation by JV Entity Purchaser of the transactions contemplated hereby and thereby, have been duly authorized and approved by JV Entity’s the board of managers directors of Purchaser. No other corporate action on the part of Purchaser is necessary to authorize the execution, delivery and do not require any further authorization performance of this Agreement or consent the Purchaser Ancillary Agreements by Purchaser and the consummation of JV Entity or its membersthe transactions contemplated hereby and thereby. This Agreement has been duly authorized, executed and delivered by JV Entity Purchaser and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and PartnerSeller) is the legal, constitutes a valid and binding agreement obligation of JV Entity Purchaser enforceable against Purchaser in accordance with its terms, and each of the JV Entity Purchaser Ancillary Agreements has been duly authorized and all other instruments and agreements to be executed and delivered by JV EntityPurchaser as contemplated hereby, and upon execution and delivery by JV Entity will be Purchaser (assuming the valid authorization, execution and delivery by the other party or parties thereto) a legal, will constitute valid and binding obligation obligations of JV Entity, Purchaser enforceable against Purchaser in accordance with its their terms, subject, in each case except to the case of this Agreement and each of the JV Entity Ancillary Agreements, extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws Laws affecting the enforcement of general application relating to or affecting creditors’ rights generally and to by general equity equitable principles.
(b) The execution and delivery of this Agreement or any of Agreement, the JV Entity Purchaser Ancillary Agreements by JV Entityand such other instruments and agreements do not (or will not, as applicable), and the consummation of any of the transactions contemplated by hereby or and 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 conflict with any of the provisions of the certificate of incorporation or by-laws of Purchaser, (ii) subject to 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 Consents referred to in Section 8.2(b)(ii)4.3, conflict with, result in a breach of the terms, conditions or provisions ofdefault under (with or without notice or lapse of time, or constitute both) or give rise to a defaultright of termination, an event of default or an event creating rights of acceleration, termination or cancellation or a acceleration of any obligation or to loss of rights under (1) the certificate of formation or operating agreement of JV Entitya benefit under, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation material Contract 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 Purchaser is a party or by which they are Purchaser or any of its assets is bound or subject or (4iii) any Requirements of Law affecting JV Entity, other than, in subject to the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any receipt of the transactions contemplated hereby; or
(ii) require Consents and the approval, consent, authorization or act of, or filing of the making by JV Entity of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable referred to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals4.3, consents, authorizations, declarations, filings contravene any Law or registrations the failure of which to be obtained or made would not, individually or any Court Order currently in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyeffect.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Envestnet, Inc.)
Authority; Conflicts. (a) JV Entity Parent has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and each of the JV Entity Parent Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Parent Ancillary Agreements by JV Entity Parent have been duly authorized and approved by JV Entity’s board its Board of managers Directors and do not require any further authorization or consent of JV Entity Parent or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Parent and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx the Stockholder Representative and Partnereach Selling Party) is the legal, valid and binding agreement obligation of JV Entity Parent enforceable in accordance with its terms, and each of the JV Entity Parent Ancillary Agreements has been duly authorized by JV Entity, Parent and upon execution and delivery by JV Entity Parent will be (assuming the valid authorization, execution and delivery by the other party or parties theretoStockholder Representative and each Selling Party) a legal, valid and binding obligation of JV Entity, Parent enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Ancillary Agreements, to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting the enforcement of general application relating to or affecting creditors’ rights generally and to by the effect of general principles of equity principles(regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) 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 Stockholder Representative 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 Stockholder Representative and each Selling Party) a legal, valid and binding obligation of Buyer enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(c) Except as set forth on Schedule 6.2(c), neither the execution and delivery of this Agreement or any of the JV Entity Parent Ancillary Agreements by JV Entity, Parent nor the consummation of any of the transactions contemplated hereby or thereby by JV Entity or Parent, including the Section 253 Merger, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will notParent will:
(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)conflict with, result in a breach of the terms, conditions or provisions of, 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 any of Parent’s assets, under (1) the Parent’s certificate of formation incorporation or operating agreement bylaws of JV EntityParent, (2) any note, instrument, contractmortgage, agreement, mortgage, lease, franchise license franchise, permit or financial obligation to which JV Entity Parent is a party or any of their respective properties its assets or business is subject or by which JV Entity Parent is bound, (3) any Court Order to which JV Entity Parent is a party or by which they are any of its assets or business is subject or by which Parent is bound or (4) any Requirements of Law affecting JV EntityParent or its assets or business, other than, in the case of clauses (2), (3) and (4) above, than any such conflicts, breaches, defaults, rights defaults or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity Parent to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity Parent of any declaration, filing or registration with, any PersonGovernmental Body, except as provided under the HSR Act.
(d) Except as set forth on Schedule 6.2(d), neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements by Buyer nor the consummation of any of the transactions contemplated hereby or thereby by Buyer, including the Section 253 Merger, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by Buyer will:
(i) conflict with, 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 or result in the creation or imposition of any Encumbrance upon any of Buyer’s assets, under (1) in connection, Buyer’s certificate of incorporation or in compliance, with the provisions bylaws of any Competition LawsBuyer, (2) such consentsany note, approvalsinstrument, filings and notices as may be required under mortgage, agreement, lease, license franchise, permit or financial obligation to which Buyer is a party or any of its assets or business is subject or by which Buyer is bound, (3) any Court Order to which Buyer is a party or by which any of its assets or business is subject or by which Buyer is bound or (4) any Requirements of Law applicable to the Businessaffecting Buyer or its assets or business, (3) other than any such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvalsconflicts, consentsbreaches, authorizations, declarations, filings defaults or registrations the failure of which to be obtained or made would notrights that, individually or in the aggregate, materially would not impair the ability of JV Entity Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Governmental Body, except as provided under the HSR Act.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allscripts Healthcare Solutions Inc)
Authority; Conflicts. (a) JV Entity Parent has all requisite limited liability company power and authority to execute, execute and deliver and perform this Agreement and each of the JV Entity Parent Ancillary AgreementsAgreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the JV Entity each Parent Ancillary Agreements by JV Entity Parent 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 Parent or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Parent and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx each of the Company, AcquisitionCo and Partnerof the Representative) is the a legal, valid and binding agreement of JV Entity Parent enforceable in accordance with its terms, and each of the JV Entity Parent Ancillary Agreements has been duly authorized by JV Entity, Parent and upon execution and delivery by JV Entity Parent will be (assuming the valid authorization, execution and delivery by each of the other party or parties thereto) a legal, valid and binding obligation of JV Entity, Parent enforceable in accordance with its terms, subjectin each case, in subject to the case of General Exceptions.
(b) AcquisitionCo has all requisite power and authority to execute, deliver and perform this Agreement and each of the JV Entity AcquisitionCo Ancillary Agreements. The execution, delivery and performance of this Agreement and each Acquisition Ancillary Agreement by AcquisitionCo have been duly authorized and approved by its board of directors and, except for the approval of this Agreement by Parent in accordance with Section 8.2 and the filing of the certificate of merger as contemplated by Section 4.2(b), no other corporate proceedings on the part of AcquisitionCo are necessary to bankruptcyauthorize this Agreement or any of the transactions contemplated hereby. This Agreement has been duly authorized, insolvencyexecuted and delivered by AcquisitionCo and (assuming the valid authorization, 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 by each of the Company, Parent and the Representative) is a legal, valid and binding obligation of AcquisitionCo enforceable in accordance with its terms, subject to the General Exceptions.
(c) Except as set forth on Schedule 7.2(c), neither the execution and delivery of this Agreement, any of the Parent Ancillary Agreements or any of the JV Entity AcquisitionCo Ancillary Agreements by JV Entity, or the consummation of any of the transactions contemplated hereby or thereby by JV Entity or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(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)conflict with, 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, or result in the creation or imposition of any Encumbrance upon any of Parent’s or AcquisitionCo’s assets, under (1A) the certificate of formation incorporation or operating agreement bylaws of JV EntityParent or the certificate of incorporation or bylaws of AcquisitionCo, (2B) any material note, instrument, contract, agreementContract, mortgage, lease, franchise license, franchise, permit or financial other authorization, right, restriction or obligation to which JV Entity either Parent or AcquisitionCo is a party or any of their respective properties assets or business is subject or by which JV Entity either Parent or AcquisitionCo is bound, (3C) any Court Order to which JV Entity either Parent or AcquisitionCo is a party or by which they are any of their respective assets or business is subject or by which either Parent or AcquisitionCo is bound or (4D) any Requirements of Law affecting JV Entity, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights either Parent or loss of rights that, individually AcquisitionCo or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder their respective assets or prevent the consummation of any of the transactions contemplated herebybusiness; or
(ii) subject to the accuracy of the Company’s representations and warranties set forth in Section 5.4, and assuming that the transactions contemplated by this Agreement do not meet the “size-of-person” test under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, require the approval, consent, authorization or act of, or the making by JV Entity the Parent or AcquisitionCo of any declaration, filing or registration with, any Person, except (1for the filing of the certificate of merger as contemplated by Section 4.2(b) in connection, or in compliance, with the provisions Secretary of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any State of the transactions contemplated herebyState of Delaware.
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Parent has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and each of the JV Entity Parent Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Parent Ancillary Agreements by JV Entity Parent have been duly authorized and approved by JV Entity’s board its Board of managers Directors and do not require any further authorization or consent of JV Entity Parent or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Parent and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx each of the Company, Sub and Partnerthe Shareholder Representative) is the legal, valid and binding agreement obligation of JV Entity Parent enforceable in accordance with its terms, and each of the JV Entity Parent Ancillary Agreements has been duly authorized by JV Entity, Parent and upon execution and delivery by JV Entity Parent will be (assuming the valid authorization, execution and delivery by each of the other party or parties thereto) a legal, valid and binding obligation of JV Entity, Parent enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Ancillary Agreements, to all except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting the enforcement of general application relating to or affecting creditors’ rights generally and to by the effect of general principles of equity principles(regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) Sub has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Sub have been duly authorized, approved and adopted by Sub’s Board of Directors and, except for the approval of this Agreement by Parent in accordance with Section 7.2 and the filing contemplated by Section 4.2, no other corporate proceedings on the part of Sub are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Sub and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company, Parent and the Shareholder Representative) is the legal, valid and binding obligation of Sub enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(c) Except as set forth on Schedule 6.2(c), neither the execution and delivery of this Agreement or any of the JV Entity Parent Ancillary Agreements by JV Entity, nor the consummation of any of the transactions contemplated hereby or thereby by JV Entity or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(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)conflict with, result in a breach of the terms, conditions or provisions of, 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 any of Parent’s or Sub’s assets, under (1) the certificate Parent Charter, By-laws of formation Parent or operating agreement Articles of JV EntityIncorporation or Bylaws of Sub, (2) any note, instrument, contractmortgage, agreement, mortgage, lease, franchise license franchise, permit or financial obligation to which JV Entity either Parent or Sub is a party or any of their respective properties assets or business is subject or by which JV Entity either Parent or Sub is bound, (3) any Court Order to which JV Entity either Parent or Sub is a party or by which they are any of their respective assets or business is subject or by which either Parent or Sub is bound or (4) any Requirements of Law affecting JV Entityapplicable to either Parent or Sub or their respective assets or business, other than, in the case of clauses clause (2), (3) and (4) above, any such conflicts, breaches, defaults, rights defaults or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity either Parent or Sub to perform its obligations hereunder hereunder, have a material adverse effect on the assets, business, operations, liabilities, profits, or condition (financial or otherwise) of Parent, or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity either Parent or Sub of any declaration, filing or registration with, any Person, except (1) in connectionas provided under the HSR Act, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings Securities Act and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with Exchange Act and except for the Taxes described in filing contemplated by Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby4.2.
Appears in 1 contract
Samples: Merger Agreement (Allscripts Healthcare Solutions Inc)
Authority; Conflicts. (a) JV Entity Each of Seller, HFSG and each Seller Party has all requisite limited liability company the full power and authority to execute, execute and deliver and perform this Agreement and each of the JV Entity Ancillary AgreementsAgreements 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 the JV Entity such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by JV Entity Seller, HFSG and each Seller Party have been duly and validly authorized and approved by JV Entity’s all requisite corporate or other similar action on the part of Seller, HFSG and each Seller Party and, in the case of HFSG, no action by its stockholders is required in connection with the execution, delivery and performance of this Agreement and such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by Seller, HFSG and each Seller Party. Hartford Financial Services, LLC has duly and validly obtained all required board of managers and do not require any further authorization or consent of JV Entity or its membersmember approvals necessary to transfer the Transferred Equity Interests to Buyer at the Closing. This Agreement has been duly and validly authorized, executed and delivered by JV Entity Seller and HFSG, and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and PartnerBuyer) is the legal, valid and binding agreement obligation of JV Entity Seller and HFSG, enforceable in accordance with its terms, and each of the JV Entity Ancillary Agreements to which Seller or any Seller Party is or will be a party has been duly and validly authorized by JV EntitySeller or such Seller Party and, and upon execution and delivery by JV Entity Seller or such Seller Party, will be (assuming the valid authorization, execution and delivery by the other party or parties theretothereto who are not Affiliates of Seller) a legal, valid and binding obligation of JV Entity, Seller or such Seller Party enforceable in accordance with its terms, subject, subject in the each case of this Agreement and each of the JV Entity Ancillary Agreements, to bankruptcy, reorganization, insolvency, reorganizationmoratorium, moratorium rehabilitation, liquidation, fraudulent conveyance and similar laws of general application relating to or affecting creditors’ rights generally and to general equity principlesprinciples (regardless of whether enforceability is considered in a proceeding in equity or at law) (such exceptions, the “Enforceability Exceptions”).
(b) The execution and delivery by Seller, HFSG or any Seller Party of this Agreement or any of the JV Entity Ancillary Agreements by JV EntityAgreements, the performance and consummation of by Seller, HFSG or any Seller Party of the transactions contemplated hereby or thereby by JV Entity or compliance by Seller, HFSG or any Seller Party with or fulfillment by Seller, HFSG or any Seller Party of the terms, conditions and provisions hereof or thereof by JV Entity will not, with or without the giving of notice or passage of time or both:
(i) assuming that the receipt Governmental Consents set forth on Section 4.2(b)(iii)(A) of all necessary consents and approvalsthe Seller Disclosure Schedule are made or obtained, the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 8.2(b)(ii)applicable, result in a breach or violation 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 (1A) the charter, bylaws, certificate of formation or operating agreement other applicable organizational documents of JV EntitySeller, (2) HFSG, HRS or any note, instrument, contract, agreement, mortgage, lease, franchise Seller Party or financial obligation to which JV Entity is a party or any effective resolution of any of their respective properties is subject directors or by which JV Entity is boundshareholders or members, (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 Entityas applicable, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hartford Financial Services Group Inc/De)
Authority; Conflicts. (a) JV Entity Each of Buyer and each Buyer Party has all requisite limited liability company the full power and authority to execute, execute and deliver and perform this Agreement and each of the JV Entity Ancillary AgreementsAgreements 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 the JV Entity such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby by JV Entity Buyer and each Buyer Party have been duly and validly authorized and approved by JV Entity’s board all requisite corporate or other similar action on the part of managers Buyer and do not require any further authorization or consent of JV Entity or its memberseach Buyer Party. This Agreement has been duly and validly authorized, executed and delivered by JV Entity Buyer, and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and PartnerSeller) is the legal, valid and binding agreement obligation of JV Entity Buyer, enforceable in accordance with its terms, and each of the JV Entity Ancillary Agreements to which Buyer or any Buyer Party is or will be a party has been duly and validly authorized by JV EntityBuyer or such Buyer Party and, and upon execution and delivery by JV Entity Buyer or such Buyer Party, will be (assuming the valid authorization, execution and delivery by the other party or parties theretothereto who are not Affiliates of Buyer) a legal, valid and binding obligation of JV Entity, Buyer or such Buyer Party enforceable in accordance with its terms, subject, subject in each case to 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 principlesEnforceability Exceptions.
(b) The execution and delivery by Buyer or any Buyer Party of this Agreement or any of the JV Entity Ancillary Agreements by JV EntityAgreements, the consummation of by Buyer or any Buyer Party of the transactions contemplated hereby or thereby by JV Entity or compliance by Buyer or any Buyer Party with or fulfillment by Buyer or any Buyer Party of the terms, conditions and provisions hereof or thereof by JV Entity will not, with or without the giving of notice or passage of time or both:
(i) assuming that the receipt Governmental Consents set forth on Section 6.2(b)(iii)(A) of all necessary consents and approvalsthe Buyer Disclosure Schedule are made or obtained, the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 8.2(b)(ii)applicable, result in a breach or violation of the terms, conditions or provisions of (A) the charter, bylaws, certificate of formation or other applicable organizational documents of Buyer or any Buyer Party or any effective resolution of any of their respective directors or shareholders or (B) any Applicable Law affecting Buyer or any Buyer Party or any of their respective properties or assets;
(ii) result in a breach or violation, in any material respect, of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination termination, modification or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance under (1) the certificate of formation or operating agreement of JV Entity, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation Contract to which JV Entity Buyer or any Buyer Party is a party or by which any of their respective properties is or assets are 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, except for any such breaches, defaultsviolations, rights creations or loss of rights losses that, individually or in the aggregate, would not reasonably be expected to prohibit or materially impair or delay the ability of JV Entity Buyer and any of the Buyer Parties to perform its material obligations hereunder or prevent under this Agreement and the consummation of any of the transactions contemplated herebyAncillary Agreements; or
(iiiii) require the approval, consent, authorization any (A) Governmental Consent or act of, or the making by JV Entity of (B) Third-Party Consent (other than any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be Third-Party Consents required in connection with the Taxes described in Section 10.2(a)(iiitransactions contemplated by the Transition Services Agreement) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained made or made would notobtained, individually as applicable, by Buyer or in the aggregateits Affiliates, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any except for those Governmental Consents set forth on Section 6.2(b)(iii)(A) of the transactions contemplated herebyBuyer Disclosure Schedule.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hartford Financial Services Group Inc/De)
Authority; Conflicts. (a) JV Entity Buyer (and as of the Closing, each Designated Purchaser) has all requisite limited liability company the corporate or other entity power and authority to execute, deliver and perform this Agreement and each of the JV Entity Buyer Ancillary AgreementsAgreements to which it is a party. The execution, delivery and performance of this Agreement and the JV Entity Buyer Ancillary Agreements by JV Entity Buyer (and each Designated Purchaser) have been duly authorized and approved by JV Entity’s board of managers all requisite corporate or other entity action and do not require any further authorization or consent of JV Entity Buyer (or any Designated Purchaser) or its membersequityholders. This Agreement has been duly authorized, executed and delivered by JV Entity Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and PartnerSeller Parent) is the legal, valid and binding agreement of JV Entity Buyer enforceable in accordance with its terms, and each of the JV Entity Buyer Ancillary Agreements has been (or, as applicable, with respect to each Designated Purchaser, as of the Closing, will be) duly authorized by JV EntityBuyer (or the applicable Designated Purchaser), and upon execution and delivery by JV Entity Buyer (or, as applicable, any Designated Purchaser) will be (assuming the valid authorization, execution and delivery by the other Seller Parent, where Seller Parent is a party, and any Selling Party that is party or parties thereto) a legal, valid and binding obligation of JV EntityBuyer (or, as applicable, any Designated Purchaser), enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Buyer Ancillary Agreements, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles, whether considered in a proceeding at law or in equity.
(b) The execution and delivery of this Agreement or any of the JV Entity Buyer Ancillary Agreements by JV EntityBuyer (or, as applicable, any Designated Purchaser), the consummation of any of the transactions contemplated hereby or thereby by JV Entity or Buyer (or, as applicable, any Designated Purchaser) and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity Buyer (or, as applicable, any Designated Purchaser) 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)(ii6.2(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 incorporation or formation or by-laws or operating agreement (or similar organizational documents) of JV EntityBuyer (or any Designated Purchaser), (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which JV Entity Buyer (or any Designated Purchaser) is a party or any of their respective its properties is subject or by which JV Entity is they are bound, (3) any Court Governmental Order to which JV Entity Buyer (or any Designated Purchaser) is a party or by which they are it is bound or (4) any Requirements of Law affecting JV EntityBuyer (or any Designated Purchaser), other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity Buyer (or any Designated Purchaser) to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity Buyer (or any Designated Purchaser) of any declaration, filing or registration with, any PersonGovernmental Body, except (1) in connection, or in compliance, with the provisions of any the HSR Act or similar Competition LawsLaws in foreign jurisdictions, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii8.2(a)(iv) and (43) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity Buyer (or any Designated Purchaser) to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Samples: Purchase Agreement (Aon PLC)
Authority; Conflicts. (a) JV Entity Each Selling Shareholder has all requisite limited liability company full power and authority to execute, deliver and perform this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Selling Shareholder has full power and authority to execute, deliver and perform each of the Ancillary Agreements to which such Selling Shareholder is a party. 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 to which such Selling Shareholder is a party constitute the valid authorization, execution and delivery of this Agreement by Xxxxxxx and Partner) is the legal, valid and binding agreement obligations 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 Entitysuch Selling Shareholder, enforceable in accordance with its their respective terms, subject, except to the extent that such enforceability in the each case of this Agreement and each of the JV Entity Ancillary Agreements, is subject to bankruptcy, insolvency, reorganization, moratorium moratorium, and similar laws of general application relating to or affecting creditors’ ' rights and to general equity principles.
(b) The Except as set forth in Schedule 5.4, none of the execution and delivery by each Selling Shareholder of this Agreement or any of the JV Entity Ancillary Agreements by JV EntityAgreement, the execution and delivery by each Selling Shareholder of any Ancillary Agreement to which such Selling Shareholder is a party or the consummation by each Selling Shareholder of any of the transactions contemplated hereby or thereby thereby, nor compliance by JV Entity or compliance with each Selling Shareholder with, or fulfillment of by each Selling Shareholder of, the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(i) assuming the receipt of all necessary consents and approvals, approvals and the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 8.2(b)(ii5.4(b)(ii), 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 termination, purchase or cancellation sale, or a loss of rights under, result in the creation or imposition of any Encumbrance upon a Selling Shareholder or any of the Shares or any of the assets or properties of a Selling Shareholder or any of the Companies, under (1) the certificate Organizational Documents of formation a Selling Shareholder (except for such Selling Shareholders who are individuals) or operating agreement any of JV Entitythe Companies, (2) any noteof the Material Contracts, instrument, contract, agreement, mortgage, lease, franchise or financial obligation (3) any other Contract to which JV Entity a Selling Shareholder or any of the Companies is a party or by which a Selling Shareholder or any of their respective properties is subject or by which JV Entity the Companies is bound, (34) any Court Order to which JV Entity a Selling Shareholder or any of the Companies is a party or by which they are a Selling Shareholder or any of the Companies is bound or (45) any Requirements of Law affecting JV Entitya Selling Shareholder or any of the Companies, other than, in the case of clauses (2), (3), (4) and (45) above, any such violations, breaches, defaults, rights or rights, loss of rights that, individually or in the aggregate, Encumbrances that would not reasonably be expected to have a Material Adverse Effect on the Subsidiaries or would not prevent or materially impair the ability of JV Entity to perform its obligations hereunder or prevent delay the consummation of any of the transactions contemplated hereby; , or
(ii) require the approval, consent, authorization or act of, notice to, or the making by JV Entity a Selling Shareholder or any of the Companies of any declaration, filing or registration with, any PersonAdministrative Authority, except (1) in connection, or in compliance, with the provisions of any Competition Lawsthe HSR Act, (2) such consentsthe FERC 203 and 204 Approval and any applications therefor and other filings in connection therewith, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, notices, declarations, filings or registrations the failure of which to be obtained or made would not, individually not reasonably be expected to have a Material Adverse Effect on the Subsidiaries or in the aggregate, would not prevent or materially impair the ability of JV Entity to perform its obligations hereunder or prevent delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Subject only to the requisite approval of the Merger and this Agreement by the Company's stockholders, Company has all requisite limited liability company corporate power and authority to execute, deliver and perform this Agreement and each of to consummate the JV Entity Ancillary Agreementstransactions contemplated hereby. The execution, delivery and performance of this Agreement and the JV Entity Ancillary Agreements by JV Entity consummation of the transactions contemplated hereby have been duly authorized and approved by JV Entity’s board Company's Board of managers Directors, and do not require any further authorization or consent no other corporate action is necessary on the part of JV Entity or its membersCompany except for the requisite approval by Company's stockholders. Under applicable law and the Company's charter documents, the vote of the stockholders of the Company who will have executed and delivered to Parent as of the Closing a Stockholders Agreement is sufficient for all corporate purposes to authorize the Merger, this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by JV Entity Company and (assuming constitutes the valid authorization, execution and delivery of this Agreement by Xxxxxxx and Partner) is the legal, valid and binding agreement obligations 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 EntityCompany, enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Ancillary Agreements, their terms subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principlesEnforceability Exclusions.
(b) The execution Except as set forth in Section 3.4 of the Company Disclosure Letter and subject only to the approval of the Merger and this Agreement by the Company's stockholders, the execution, delivery and performance of this Agreement or any by Company does not, and, as of the JV Entity Ancillary Agreements by JV EntityEffective Time, the consummation of any of the transactions contemplated hereby or thereby by JV Entity or hereby, and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity hereof, will not:
(i) assuming the receipt of all necessary consents and approvals, the filing of all necessary documents and the expiration or termination of Conflict with any applicable waiting period as described in Section 8.2(b)(ii), result in a breach provision of the termsArticles of Incorporation or Bylaws of Company, conditions or provisions ofas amended, or constitute a defaultContract, an event of default or an event creating rights of accelerationAuthorization, 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 or Law applicable to which JV Entity is a party Company or by which they are bound its properties or (4) any Requirements of Law affecting JV Entityassets, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, than Conflicts which would not materially impair have a Material Adverse Effect on the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyCompany; or
(ii) require the approval, consent, authorization or act Authorization of, or the making by JV Entity of any declarationregistration, declaration or filing or registration with, any PersonGovernmental Entity or any third party (so as not to trigger any Conflict), by or with respect to Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (1A) in connection, or in compliance, the filing of the Certificate of Merger and Articles of Merger with the provisions Delaware Secretary of any Competition LawsState and Maryland State Department of Assessments and Taxation, respectively, (2B) such consentsAuthorizations, approvalsregistrations, declarations and filings and notices as may be required under any Requirements of Law applicable to the Businessfederal and state securities laws, (3C) such filings as may be required in connection with under the Taxes described in Section 10.2(a)(iii) and Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (4the "HSR Act"), (D) such approvalsother Authorizations, consentsregistrations, authorizations, declarations, declarations and filings or registrations the failure of which to be if not obtained or made would not, individually or in the aggregate, materially impair not have a material adverse effect on the ability of JV Entity the Company to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated hereby, and (E) such Authorizations, filings and registrations which are set forth on Section 3.4 of the Company Disclosure Letter.
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Such Seller has all the requisite limited liability company power and authority to execute, deliver and perform this Agreement and to execute, deliver and perform each of the JV Entity Ancillary AgreementsSellers’ Closing Documents to which such Seller is a party. The executionTo the extent such Seller is not an individual, delivery such Seller is duly organized, validly existing, and performance in good standing under the laws of its jurisdiction of organization, with full power and authority to enter into and to perform all its obligations under this Agreement and in connection with 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 membersContemplated Transactions. This Agreement has been duly authorized, executed and delivered by JV Entity such Seller and is (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and Partnerthe other parties hereto) is the legal, valid and binding agreement obligation of JV Entity such Seller, enforceable against such Seller in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights or debtors’ obligations and to principles of equity, and each of the JV Entity Ancillary Agreements Sellers’ Closing Document to which such Seller is a party has been duly authorized by JV Entitysuch Seller and, and upon execution and delivery by JV Entity such Seller, will be (assuming the valid authorization, execution and delivery by the other party or parties thereto) a the legal, valid and binding obligation of JV Entitysuch Seller, enforceable against such Seller in accordance with its terms, subject, in the each case of this Agreement and each of the JV Entity Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium and similar other laws of general application relating to or affecting creditors’ rights or debtors’ obligations and to general equity principlesprinciples of equity.
(b) The Except as set forth in Schedule 3.1(b), neither the execution and delivery by such Seller of this Agreement or any and the consummation by such Seller of the JV Entity Ancillary Agreements Contemplated Transactions, nor the compliance by JV Entitysuch Seller with, the consummation of any of the transactions contemplated hereby or thereby by JV Entity or compliance with or fulfillment of by Seller of, the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(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 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 any of the Interests, under (1) the certificate of formation or operating agreement of JV EntityOrganizational Documents (if applicable) governing such Seller, (2) any note, instrument, contract, agreement, mortgage, lease, franchise lease or financial obligation to which JV Entity such Seller is a party or any of their respective properties is subject or by which JV Entity such Seller is bound, (3) any Court Order to which JV Entity such Seller is a party or by which they are bound such Seller is bound, or (4) any Legal Requirements of Law affecting JV Entitysuch Seller, other than, in the case of clauses (2), (3) and (4) above, any such breachesviolations, Breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder have a Material Adverse Effect or would not prevent the consummation of any of the transactions contemplated herebyContemplated Transactions; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity such Seller of any declaration, filing or registration with, any Person, except (1) in connection, connection or in compliance, compliance with the provisions of the HSR Act or any Competition other applicable antitrust, competition or trade regulatory Legal Requirements (“Antitrust Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby”).
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Buyer has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and each of the JV Entity Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Buyer Ancillary Agreements by JV Entity Buyer have been duly authorized and approved by JV Entity’s board its Board of managers Directors and do not require any further authorization or consent of JV Entity Buyer or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx the Company and Partnereach Selling Party) is the legal, valid and binding agreement obligation of JV Entity Buyer enforceable in accordance with its terms, and each of the JV Entity Buyer Ancillary Agreements has been duly authorized by JV Entity, Buyer and upon execution and delivery by JV Entity Buyer will be (assuming the valid authorization, execution and delivery by the other party or parties theretoCompany and each Selling Party) a legal, valid and binding obligation of JV Entity, Buyer 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 Except as set forth on Schedule 6.2(b), neither the execution and delivery of this Agreement or any of the JV Entity Buyer Ancillary Agreements by JV Entity, Buyer nor the consummation of any of the transactions contemplated hereby or thereby by JV Entity or Buyer, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will notBuyer will:
(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)conflict with, result in a breach of the terms, conditions or provisions of, 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 any of Buyer’s assets, under (1) the Buyer’s certificate of formation incorporation or operating agreement bylaws of JV EntityBuyer, (2) any note, instrument, contractmortgage, agreement, mortgage, lease, franchise license franchise, permit or financial obligation to which JV Entity Buyer is a party or any of their respective properties its assets or business is subject or by which JV Entity Buyer is bound, (3) any Court Order to which JV Entity Buyer is a party or by which they are any of its assets or business is subject or by which Buyer is bound or (4) any Requirements of Law affecting JV EntityBuyer or its assets or business, other than, in the case of clauses (2), (3) and (4) above, than any such conflicts, breaches, defaults, rights defaults or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity Buyer to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity Buyer of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyGovernmental Body.
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Each of the Company and Parent has the corporate power and authority and has taken all requisite limited liability company authority corporate action necessary in order to execute, deliver and perform this Agreement and each of other agreement or certificate delivered pursuant hereto and to consummate 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 memberstransactions contemplated in each such agreement. This Agreement and each other agreement or certificate delivered pursuant hereto has been duly authorized, executed and delivered by JV Entity 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 Xxxxxxx and PartnerBuyer) is the legal, valid and binding agreement obligation of JV Entity each of the Company and Parent enforceable in accordance with its terms, and in 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, 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 principlesprinciples (the "Bankruptcy Exception").
(b) The Assuming compliance with the HSR Act, neither the execution and delivery of this Agreement by Seller or any of the JV Entity Ancillary Agreements by JV Entity, the consummation of any of the transactions contemplated hereby herein or thereby by JV Entity in any other agreement or certificate delivered pursuant hereto, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity thereof, except as set forth on Schedule 3.3, 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)conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default (or an event that with the passage of time will become 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 any of the Shares or any of the assets of the Company, under (1i) the certificate Organizational Documents of formation either Parent or operating agreement of JV Entitythe Company, (2ii) any note, instrument, contract, agreement, mortgage, leaseMaterial Contract (as defined in Section 3.14), franchise or financial obligation to which JV Entity is a party Parent or any of their respective properties is subject or by which JV Entity is bound, (3) any Court Order to which JV Entity the Company is a party or by which they are Parent or the Company is bound, (iii) any Order to which Parent or the Company is a party or by which Parent or the Company is bound or (4iv) any Requirements of Law affecting JV Entity, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, by which Parent or the making by JV Entity of any declaration, filing or registration with, any Person, except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebyCompany is bound.
Appears in 1 contract
Samples: Stock Purchase Agreement (Flowers Industries Inc /Ga)
Authority; Conflicts. (a) JV Entity Parent has all requisite limited liability company power and authority to execute, deliver and perform this Agreement and each of the JV Entity Parent Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Parent Ancillary Agreements by JV Entity Parent have been duly authorized and approved by JV Entity’s board its Board of managers Directors and do not require any further authorization or consent of JV Entity Parent or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Parent and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx each of the Company and PartnerAcquisition) is the legal, valid and binding agreement obligation of JV Entity Parent enforceable in accordance with its terms, and each of the JV Entity Parent Ancillary Agreements has been duly authorized by JV Entity, Parent and upon execution and delivery by JV Entity Parent will be (assuming the valid authorization, execution and delivery by each of the other party or parties thereto) a legal, valid and binding obligation of JV Entity, Parent enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Ancillary Agreements, to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting the enforcement of general application relating to or affecting creditors’ rights generally and to by the effect of general principles of equity principles(regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) Acquisition has all requisite power and authority to execute, deliver and perform this Agreement. The execution, delivery and performance of this Agreement by Acquisition have been duly authorized, approved and adopted by Acquisition’s Board of Directors and, except for the approval of this Agreement by Parent in accordance with Section 7.2 and the filing contemplated by Section 4.2, no other corporate proceedings on the part of Acquisition are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by Acquisition and (assuming the valid authorization, execution and delivery of this Agreement by each of the Company and Parent) is the legal, valid and binding obligation of Acquisition enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(c) Neither the execution and delivery of this Agreement or any of the JV Entity Parent Ancillary Agreements by JV Entity, nor the consummation of any of the transactions contemplated hereby or thereby by JV Entity or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(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)conflict with, result in a breach of the terms, conditions or provisions of, 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 any of Parent’s or Acquisition’s assets, under (1) the certificate Parent Charter, By-laws of formation Parent or operating agreement Articles of JV EntityIncorporation or Bylaws of Acquisition, (2) any material note, instrument, contractmortgage, agreement, mortgage, lease, franchise license franchise, permit or financial obligation to which JV Entity either Parent or Acquisition is a party or any of their respective properties assets or business is subject or by which JV Entity either Parent or Acquisition is bound, (3) any Court Order to which JV Entity either Parent or Acquisition is a party or by which they are any of their respective assets or business is subject or by which either Parent or Acquisition is bound or (4) any Requirements of Law affecting JV Entityeither Parent or Acquisition or their respective assets or business, other than, in the case of clauses (2), (3) and (4) above, than any such conflicts, breaches, defaults, rights defaults or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity either Parent or Acquisition to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity either Parent or Acquisition of any declaration, filing or registration with, any Person, except (1) in connectionfor the filing of one or more notices of listing of additional shares with The Nasdaq Stock Market, or in compliance, with Inc. and the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in filing contemplated by Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated hereby4.2.
Appears in 1 contract
Samples: Merger Agreement (Allscripts Healthcare Solutions Inc)
Authority; Conflicts. (a) JV Entity Each of Parent and Sub has all requisite limited liability company corporate power and authority to execute, deliver and perform this Agreement and each of the JV Entity Ancillary AgreementsAgreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the JV Entity Ancillary Agreements by JV Entity to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by JV Entity’s board Parent's and Sub's Board of managers Directors, and do not require any further authorization no other corporate action is necessary on the part of either Parent or consent of JV Entity or its membersSub. This Agreement has been been, and the Ancillary Agreements will be, duly authorized, executed and delivered by JV Entity Parent and (assuming the valid authorization, execution Sub and delivery of this Agreement by Xxxxxxx and Partner) is the legal, valid and binding agreement of JV Entity enforceable in accordance with its termsconstitutes, and each of will constitute, 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 EntityParent and Sub, enforceable in accordance with its termstheir terms subject to Enforceability Exclusions. The execution, subject, in the case delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of the JV Entity Ancillary AgreementsParent and Sub does not, to bankruptcyand, 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 as of the JV Entity Ancillary Agreements by JV EntityEffective Time, the consummation of any of the transactions contemplated hereby or thereby by JV Entity or and thereby, and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity and thereof, will not:
(i) assuming the receipt of all necessary consents and approvals, the filing of all necessary documents and the expiration or termination of Conflict with any applicable waiting period as described in Section 8.2(b)(ii), result in a breach provision of the termsCertificate of Incorporation or Bylaws, conditions as amended, of either Parent or provisions ofSub, or constitute a defaultContract, an event of default Authorization, Court Order or an event creating rights of acceleration, termination Law applicable to either Parent or cancellation Sub 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 Entityassets, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, than Conflicts which would not materially impair have a material adverse effect on the ability of JV Entity either Parent or Sub to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act ofany Authorization, or registration, declaration or filing with any Governmental Entity or any third party (so as not to trigger any Conflict), by or with respect to Parent or Sub in connection with the making by JV Entity execution and delivery of any declaration, filing this Agreement and the Ancillary Agreements or registration with, any Personthe consummation of the transactions contemplated hereby and thereby, except for (1A) in connection, or in compliance, the filing of the Certificate of Merger and Articles of Merger with the provisions Delaware Secretary of any Competition LawsState and the Maryland State Department of Assessments and Taxation, respectively, (2B) such consentsAuthorizations, approvalsregistrations, declarations and filings and notices as may be required under applicable state and federal securities laws and the laws of any Requirements of Law applicable to the Businessforeign country, (3C) such filings as may be required in connection with under the Taxes described in Section 10.2(a)(iii) HSR Act, and (4D) such approvalsother Authorizations, consentsfilings, authorizations, declarations, filings or declarations and registrations the failure of which to be if not obtained or made would not, individually or in the aggregate, materially impair not have a material adverse effect on the ability of JV Entity Parent or Sub to perform its obligations hereunder or prevent the consummation of any of consummate the transactions contemplated hereby.
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Aon has all requisite limited liability company full corporate power and authority to execute, deliver and perform this Agreement. Each Seller Group Member has full corporate 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 JV Entity Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Seller 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 to which a Seller Group Member is a party constitute the valid authorization, execution and delivery of this Agreement by Xxxxxxx and Partner) is the legal, valid and binding agreement obligations 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 Entitysuch party, enforceable in accordance with its their respective terms, subject, in the each case of this Agreement and each of the JV Entity Ancillary Agreements, subject to bankruptcy, insolvency, reorganization, moratorium moratorium, and similar laws of general application relating to or affecting the enforcement of creditors’ rights generally and to general equity principles.
(b) The Except as set forth in Schedule 5.4, none of the execution and delivery by Aon of this Agreement, the execution and delivery by any Seller Group Member of any Seller Ancillary Agreement or any of the JV Entity Ancillary Agreements by JV Entity, the consummation by any Seller Group Member of any of the transactions contemplated hereby or thereby thereby, nor compliance by JV Entity or compliance with any Seller Group Member with, or fulfillment of by Aon of, the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(i) assuming the receipt of all necessary consents and approvals, approvals and the filing of all necessary documents and the expiration or termination of any applicable waiting period as described in Section 8.2(b)(ii5.4(b)(iii), 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 Seller or any of the Shares or any of the assets of a Seller or any of the Companies, under the Organizational Documents of a Seller or any of the Companies,
(ii) assuming the receipt of all necessary consents and approvals and the filing of all necessary documents as described in Section 5.4(b)(iii), 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 Seller or any of the Shares or any asset of a Seller or any of the Companies, under (1) any of the certificate of formation or operating agreement of JV EntityBusiness Agreements, (2) any Company Plan, (3) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation or material agreement to which JV Entity a Seller is a party or any of their respective properties is subject or by which JV Entity a Seller is bound, (34) any Court Order to which JV Entity a Seller or any of the Companies is a party or by which they are bound a Seller or any of the Companies is bound, (45) any Requirements of Law affecting JV Entitya Seller or any of the Companies or (6) any Governmental Permit, other than, in the case of clauses (2), (3) and (4) aboveeach case, any such violations, breaches, defaults, rights or rights, loss of rights thator Encumbrances that would not, individually or in the aggregate, would not materially impair the ability of JV Entity reasonably be expected to perform its obligations hereunder have a Material Adverse Effect or prevent the consummation of any of the transactions contemplated hereby; , or
(iiiii) require the approval, consent, authorization or act of, or the making by JV Entity a Seller or any of the Companies of any declaration, filing or registration with, any PersonAdministrative Authority, except (1) in connection, or in compliance, with the provisions of any Competition Lawsthe HSR Act, European Community Council Regulation (EC) No. 139/2004, or similar competition Requirements of Law in foreign jurisdictions, (2) such acquisition of control statement filings and preacquisition statements required under applicable state insurance holding company system laws and regulations and any other insurance regulatory approvals, consents, approvals, filings and or notices as may be required under by any applicable insurance Requirements of Law applicable to the BusinessLaw, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) 8.1, and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity reasonably be expected to perform its obligations hereunder have a Material Adverse Effect or prevent the consummation of any of the transactions contemplated hereby, or materially impair the operation of the Warranty Business after the Closing.
Appears in 1 contract
Samples: Purchase Agreement (Aon Corp)
Authority; Conflicts. (a) JV Entity Parent has all requisite limited liability company corporate power and authority to execute, execute and deliver and perform this Agreement and each of the JV Entity Ancillary Agreementsto perform its obligations hereunder. The execution, delivery and performance of this Agreement and the JV Entity Ancillary Agreements by JV Entity Parent 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 Parent or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Parent and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx each of the Company and Partnerthe Representative) is the a legal, valid and binding agreement of JV Entity Parent enforceable in accordance with its terms, subject only to the General Exceptions.
(b) AcquisitionCo has all requisite power and each authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by AcquisitionCo have been duly authorized and, except for the adoption of this Agreement by Parent in accordance with Section 8.2 and the filing of the JV Entity Ancillary Agreements certificate of merger as contemplated by Section 4.2(b), no other corporate proceedings on the part of AcquisitionCo are necessary to authorize this Agreement or any of the transactions contemplated hereby. This Agreement has been duly authorized authorized, executed and delivered by JV Entity, AcquisitionCo and upon execution and delivery by JV Entity will be (assuming the valid authorization, execution and delivery of this Agreement by each of the other party or parties theretoCompany and the Representative) is a legal, valid and binding obligation of JV Entity, AcquisitionCo enforceable in accordance with its terms, subject, in subject only to the case General Exceptions.
(c) Neither the execution and delivery by Parent or AcquisitionCo 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, nor the consummation by Parent or AcquisitionCo of any of the transactions contemplated hereby or thereby by JV Entity or nor compliance with or fulfillment of the terms, conditions and provisions hereof by Parent or thereof by JV Entity will notAcquisitionCo will:
(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)conflict with, 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, or result in the creation or imposition of any Encumbrance upon any of Parent’s or AcquisitionCo’s assets, under (1A) the certificate of formation incorporation or operating agreement bylaws of JV EntityParent or the certificate of incorporation or bylaws of AcquisitionCo, (2B) any material note, instrument, contract, agreementContract, mortgage, lease, franchise license, franchise, permit or financial other authorization, right, restriction or obligation to which JV Entity either Parent or AcquisitionCo is a party or any of their respective properties assets or business is subject or by which JV Entity either Parent or AcquisitionCo is bound, (3C) any Court Order to which JV Entity either Parent or AcquisitionCo is a party or by which they are any of their respective assets or business is subject or by which either Parent or AcquisitionCo is bound or (4D) any Requirements of Law affecting JV Entity, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights either Parent or loss of rights that, individually AcquisitionCo or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder their respective assets or prevent the consummation of any of the transactions contemplated herebybusiness; or
(ii) subject to the accuracy of the Company’s representations and warranties set forth in Section 5.4, and given Company’s confirmation that it is its own “ultimate parent entity” and that its financial statements will, at closing, result in a failure to meet the “size-of-person” test under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR”) such that no HSR filing is required in connection with the transactions contemplated by this Agreement, require the approval, consent, authorization or act of, or the making by JV Entity Parent or AcquisitionCo of any declaration, filing or registration with, any Person, except (1for the filing of the certificate of merger as contemplated by Section 4.2(b) in connection, or in compliance, with the provisions Secretary of any Competition Laws, (2) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any State of the transactions contemplated herebyState of Delaware.
Appears in 1 contract
Authority; Conflicts. (a) JV Entity Buyer has all requisite limited liability company corporate power and authority to execute, execute and deliver and perform this Agreement and each of the JV Entity Buyer Ancillary AgreementsAgreements and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the JV Entity Buyer Ancillary Agreements by JV Entity Buyer and the consummation of the transactions contemplated hereby and thereby 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 Buyer or its membersstockholders. This Agreement has been duly authorized, executed and delivered by JV Entity Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx and PartnerSeller) is the a legal, valid and binding agreement of JV Entity Buyer enforceable in accordance with its terms, and each of the JV Entity Buyer Ancillary Agreements has been duly authorized by JV Entity, Buyer and upon execution and delivery by JV Entity Buyer will be (assuming the valid authorization, execution and delivery by each of the other party or parties thereto) a legal, valid and binding obligation of JV Entity, Buyer enforceable in accordance with its terms, subject, in each case subject to the case effect of this Agreement and each of the JV Entity Ancillary Agreements, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application relating to the relief of debtors or relating to or affecting creditors’ rights rights, and to (ii) general principles of equity principlesand rules of law and equity governing specific performance, injunctive relief and other equitable remedies.
(b) The Neither the execution and delivery of this Agreement or Agreement, any of the JV Entity Buyer Ancillary Agreements by JV Entity, or the consummation of any of the other transactions contemplated hereby or thereby by JV Entity or nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity will notwill:
(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)conflict with, 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, or result in the creation or imposition of any Encumbrance upon any of Buyer’s assets, under (1A) the certificate of formation incorporation or operating agreement bylaws of JV EntityBuyer, (2B) any material note, instrument, contract, agreementContract, mortgage, lease, franchise license, franchise, permit or financial other authorization, right, restriction or obligation to which JV Entity Buyer is a party or by which any of their respective properties its assets or business is subject or by which JV Entity Buyer is bound, (3C) any Court Order to which JV Entity Buyer is a party or by which they are any of its assets or business is subject or by which Buyer is bound or (4D) any Requirements of Law affecting JV Entity, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights Buyer or loss of rights that, individually its assets or in the aggregate, would not materially impair the ability of JV Entity to perform its obligations hereunder or prevent the consummation of any of the transactions contemplated herebybusiness; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity Buyer of any declaration, filing or registration with, any Person, Person except (1) in connection, or in compliance, with the provisions of any Competition Laws, (2) such consents, approvals, filings and notices as may be required necessary or advisable under any applicable antitrust or competition Requirements of Law applicable to the Business, (3) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii) and (4) except for such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, not reasonably be expected to materially impair the ability of JV Entity Buyer to perform any of its obligations hereunder or under any of the Buyer Ancillary Agreements or reasonably be expected to prevent the consummation of any of the transactions contemplated herebyhereby or thereby.
Appears in 1 contract
Samples: Equity Purchase Agreement (Health Care Reit Inc /De/)
Authority; Conflicts. (a) JV Entity Buyer has all requisite limited liability company power and authority under the Declaration of Trust and Chapter 182 of Part I, Title XXII of the Massachusetts General Laws to execute, deliver and perform this Agreement and each of the JV Entity Buyer Ancillary Agreements. The execution, delivery and performance of this Agreement and the JV Entity Buyer Ancillary Agreements by JV Entity Buyer have been duly authorized and approved by JV Entity’s board all requisite action under the Declaration of managers Trust and Chapter 182 of Part I, Title XXII of the Massachusetts General Laws and do not require any further authorization or consent of JV Entity Buyer or its membersequityholders. This Agreement has been duly authorized, executed and delivered by JV Entity Buyer and (assuming the valid authorization, execution and delivery of this Agreement by Xxxxxxx each of Seller Parent and Partnerthe Company) is the legal, valid and binding agreement of JV Entity Buyer enforceable in accordance with its terms, and each of the JV Entity Buyer Ancillary Agreements has been duly authorized by JV EntityBuyer, and upon execution and delivery by JV Entity Buyer will be (assuming the valid authorization, execution and delivery by Seller Parent or the other party Company, as applicable, where Seller Parent or parties theretothe Company, as applicable, is a party) a legal, valid and binding obligation of JV EntityBuyer, enforceable in accordance with its terms, subject, in the case of this Agreement and each of the JV Entity Buyer 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 Buyer Ancillary Agreements by JV EntityBuyer, the consummation of any of the transactions contemplated hereby or thereby by JV Entity or Buyer and compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by JV Entity Buyer 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)(ii6.2(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 Declaration of formation or operating agreement of JV EntityTrust, (2) any note, instrument, contract, agreement, mortgage, lease, franchise or financial obligation to which JV Entity Buyer is a party or any of their respective its properties is subject or by which JV Entity is they are bound, (3) any Court Order to which JV Entity Buyer is a party or by which they are it is bound or (4) any Requirements of Law affecting JV EntityBuyer, other than, in the case of clauses (2), (3) and (4) above, any such breaches, defaults, rights or loss of rights that, individually or in the aggregate, would not materially impair the ability of JV Entity Buyer to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby; or
(ii) require the approval, consent, authorization or act of, or the making by JV Entity Buyer of any declaration, filing or registration with, any PersonGovernmental Body, except (1) in connection, or in compliance, with the provisions of any the HSR Act or similar Competition LawsLaws in foreign jurisdictions, (2) the MDPU Approval, (3) such consents, approvals, filings and notices as may be required under any Requirements of Law applicable to the Business, (34) such filings as may be required in connection with the Taxes described in Section 10.2(a)(iii2.1(c)(viii) and (45) such approvals, consents, authorizations, declarations, filings or registrations the failure of which to be obtained or made would not, individually or in the aggregate, materially impair the ability of JV Entity Buyer to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby.
Appears in 1 contract
