Authority; Consents. (a) Except as set forth in Schedule 4.1(a), the execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellers (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Sellers and the Acquired Subsidiaries (as applicable) and do not and shall not (i) conflict with or violate any provision of the organizational documents of any Seller or any Acquired Subsidiary, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Seller or any Acquired Subsidiary or any of their respective assets may be subject, (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, require the consent of any Person under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any Scheduled Contract or any Real Property Lease, or (iv) result in an imposition or creation of any Lien on any Acquired Asset. (b) Each Seller (as applicable) has full power and authority and has taken all actions necessary to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby. (c) This Agreement has been duly and validly executed and delivered by each of Graco and Graco US Finishing Brands and is, and each Ancillary Agreement contemplated hereby when executed and delivered by Sellers (as applicable) shall be, the legal, valid and binding obligation of each Seller that is a party hereto or thereto, as the case may be, enforceable in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles. (d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 4.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Sellers (as applicable) and the consummation by Sellers (as applicable) of the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Graco Inc), Asset Purchase Agreement (Carlisle Companies Inc)
Authority; Consents. (a) Except as set forth in Schedule 4.1(a), the The execution, delivery and performance of this Agreement and the Ancillary Agreements by Sellers Purchasers, Purchaser Parent and US Purchaser (as applicable) and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements have been duly authorized by all necessary organizational action on the part of Sellers Purchasers, Purchaser Parent and the Acquired Subsidiaries US Purchaser (as applicable) and do not and shall not (i) conflict with or violate any provision of the Articles of Incorporation, Bylaws or other organizational documents of any Seller Purchaser, Purchaser Parent or any Acquired SubsidiaryUS Purchaser, (ii) conflict with or result in a violation or breach of any provision of any Applicable Law to which any Seller Purchaser, Purchaser Parent or any Acquired Subsidiary US Purchaser or any of their respective assets may be subject, ; or (iii) conflict with, result (with or without notice or the lapse of time, or both) in a default of, constitute a default under, require the consent of any Person under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, or impose any material penalty or material additional payment obligations under any Scheduled material Contract to which any Purchaser, Purchaser Parent or US Purchaser is a party or by which it is bound or to which any Real Property Lease, or (iv) result in an imposition or creation of any Lien on any Acquired Assetits assets is subject.
(b) Each Seller of Purchasers, Purchaser Parent and US Purchaser (as applicable) has full power and authority and has taken all actions necessary to enter into this Agreement and the Ancillary Agreements to which it is or will be a party and to carry out the transactions contemplated hereby and thereby.
(c) This Agreement has been duly and validly executed and delivered by each of Graco Purchaser Parent and Graco US Finishing Brands Purchaser and is, and each Ancillary Agreement contemplated hereby when executed and delivered by Sellers (as applicable) it shall be, the legal, valid and binding obligation of each Seller that is a party hereto or theretoPurchasers, Purchaser Parent and US Purchaser (as the case may beapplicable), enforceable in accordance with their its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, and by general equitable principles.
(d) Other than the consents, authorizations, orders, approvals and filings contemplated by or in connection with the FTC-Related Matters, and except as listed in Schedule 4.1(d5.1(d), no material consent, authorization, order, or approval of or filing with any Governmental Authority or other Person is required in connection with the execution and delivery of this Agreement and the Ancillary Agreements by Sellers (as applicable) Purchasers, Purchaser Parent and US Purchaser and the consummation by Sellers (as applicable) Purchasers, Purchaser Parent and US Purchaser of the transactions contemplated by this Agreement and the Ancillary Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Graco Inc), Asset Purchase Agreement (Carlisle Companies Inc)