Authority; Enforceability; No Violation; Etc Sample Clauses

Authority; Enforceability; No Violation; Etc. The Seller has the requisite corporate power and authority to execute this Agreement and each Ancillary Agreement to which the Seller is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller, and the execution and delivery by the Seller of each Ancillary Agreement to which the Seller is, or is specified to be, a party, and the consummation by the Seller of the transactions contemplated thereby, will be duly authorized by all necessary corporate action on the part of the Seller prior to the Closing. The Seller has duly executed and delivered this Agreement and, prior to the Closing, will have duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party, and this Agreement constitutes, and each Ancillary Agreement to which it is, or is specified to be, a party will after the Closing constitute, a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and general equitable principles.
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Authority; Enforceability; No Violation; Etc. Such Stockholder has the --------------------------------------------- full and absolute power to enter into each Document to which it is or will be a party and perform its other obligations under each such Document. The execution and delivery by such Stockholder of each Document to which it is or will be a party and the performance by such Stockholder of its obligations thereunder have been duly and validly authorized by all necessary action (corporate or otherwise) on the part of such Stockholder. Each Document to which such Stockholder is or will be a party has been, or upon its execution and delivery will be, duly and validly executed and delivered by such Stockholder and is, or upon its execution and delivery will be, a valid and binding obligation of such Stockholder, enforceable against such in accordance with its terms. Neither the execution or delivery by such Stockholder of any Document to which it is or will be a party, the consummation by such Stockholder of the transactions contemplated by the Documents nor the performance by such Stockholder of its obligations thereunder will (i) conflict with or result in a breach of any provision of such Stockholder's Charter or By-Laws (if applicable), (ii) violate any material law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to such Stockholder or the Securities owned by such Stockholder, or (iii) conflict with or result in a default or breach of any provision of any material contract or agreement to which Stockholder is a party or by which the DCI Securities owned by such Stockholder may be bound and which would have a material adverse effect on such Stockholder's ability to perform its obligations under the Documents to which such Stockholder is or will be party. Assuming that no Representing Party has breached the representation set forth in the fourth sentence of Section 3.1(b) and no other Stockholder has breached the representation set forth in this sentence, no material filing with, and no material permit, authorization, consent or approval of, any Person is necessary on the part of the Stockholder for the consummation by the Stockholder of the transactions contemplated by the Documents.
Sample 1
Authority; Enforceability; No Violation; Etc. The Buyer has full and absolute power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, to perform its obligations under this Agreement and each such Transaction Document, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Buyer of this Agreement and each Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Buyer. This Agreement and each Transaction Document to which the Buyer is a party is a valid and binding obligation of the Buyer, enforceable against it in accordance with the terms thereof. Neither the execution, delivery or performance by the Buyer of this Agreement or any Transaction Document to which it is a party, nor the consummation by the Buyer of the transactions contemplated hereby or thereby nor compliance by the Buyer with any of the provisions hereof or thereof will (i) conflict with or result in a breach of any provision of the Buyer's certificate of incorporation or bylaws, (ii) violate any material law, statute, rule or regulation or judgment, order, writ, injunction or decree of any governmental authority, in each case applicable to the Buyer or its assets, or (iii) conflict with or result in a default or breach of any provision of any contract or agreement to which the Buyer is a party or by which its assets may be bound. Except as set forth on Schedule 3.3(a), no filing with, and no permit, authorization, consent or approval of, any Person (private or public) is necessary for the consummation by the Buyer of the transactions contemplated by this Agreement and the Transaction Documents.
Sample 1
Authority; Enforceability; No Violation; Etc. Section 2.03 (The Sale Shares), Section 2.07 (Capitalisation; Subsidiaries) and Section 2.05 (Brokers or Finders) and all other covenants and agreements on the part of the Seller contained in this Agreement, which shall survive for three (3) years following the Closing), (ii) the Purchaser Warranties in Article III (other than Section 3.03 (No Conflicts; Consent) which shall survive until the Survival Date) shall survive for three (3) years following the Closing and (iii) all other provisions of this Agreement, in so far as the same shall not have been performed at Closing, shall remain in full force and effect notwithstanding Closing.
Sample 1
Authority; Enforceability; No Violation; Etc. The Representing Party -------------------------------------------- has all requisite corporate power and authority to execute and deliver this Agreement and the other Documents to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations under each Document. The execution and delivery by the Representing Party of each of the Documents to which it is or will be a party and the performance by the Representing Party of its obligations thereunder have been duly and validly authorized by all necessary corporate action on the part of the Representing Party. Each of the Documents to which the Representing Party is or will be a party is, or upon its execution and delivery will be, a valid and binding obligation of the Representing Party, enforceable against it in accordance with the terms thereof. Except as set forth on SCHEDULE 3.1(B), neither the --------------- execution or delivery by the Representing Party of any of the Documents to which it is or will be a party nor the consummation by the Representing Party of the transactions contemplated by the Documents or the performance by the Representing Party of its obligations thereunder will (i) conflict with or result in a breach of any provision of the Representing Party's Charter or By- Laws, (ii) violate any law, statute, rule or regulation or judgment, order, writ, injunction or decree of any Governmental Authority, in each case applicable to the Representing Party or its assets, properties or rights, (iii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets, properties or rights owned or used by the Representing Party or (iv) violate, conflict with or constitute (with notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of, or result in the creation of any Encumbrance upon any of the assets or properties of the Representing Party pursuant to the terms of, any material note, bond, lease, mortgage, indenture, license, agreement or other material instrument or obligation to which the Representing Party is a party or by which it or any of its properties or assets may be bound except any such violation, conflict, or default which is not reasonably likely to have a Material Adverse Effect. Except as set forth on SCHEDULE 3.1(B), no material filing with, and no material --------------- permit, authorizati...
Sample 1

Related to Authority; Enforceability; No Violation; Etc

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Existence; Authority; Enforceability Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.

  • Organization; Authority; Enforceability Each of Trident and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, where the failure to be so qualified and in good standing (or equivalent) would not have a Trident Material Adverse Effect. Each of Trident and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, and constitute valid and binding agreement of Trident and/or Merger Sub, as applicable, enforceable against Trident and Merger Sub, as applicable, in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

  • Severability; Enforceability If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held to be invalid, unenforceable, or void by the final determination of a court of competent jurisdiction in any jurisdiction and all appeals therefrom shall have failed or the time for such appeals shall have expired, as to that jurisdiction and subject to this Section 5.5, such clause or provision shall be deemed eliminated from this Agreement but the remaining provisions shall nevertheless be given full force and effect. In the event this Agreement or any portion hereof is more restrictive than permitted by the law of the jurisdiction in which enforcement is sought, this Agreement or such portion shall be limited in that jurisdiction only, and shall be enforced in that jurisdiction as so limited to the maximum extent permitted by the law of that jurisdiction.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Enforceability; Authority; No Conflict (a) This Agreement constitutes the legal, valid and binding obligation of Seller and Shareholder, enforceable against each of them in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity). Upon the execution and delivery by Seller and Shareholder of the Assignment and Assumption Agreement and each other agreement to be executed or delivered by any or all of Seller and Shareholder at the Closing (collectively, the "Seller's Closing Documents"), each of Seller's Closing Documents will constitute the legal, valid and binding obligation of the Seller and the Shareholder, enforceable against each of them in accordance with its terms. Seller has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and the Seller's Closing Documents to which it is a party and to perform its obligations under this Agreement and the Seller's Closing Documents, and such action has been duly authorized by all necessary action by Seller's shareholders and board of directors. Shareholder has all necessary legal capacity to enter into this Agreement and the Seller's Closing Documents to which such Shareholder is a party and to perform his obligations hereunder and thereunder. By his execution of this Agreement and the Seller's Closing Documents, Shareholder, being the sole shareholder of Seller, is thereby authorizing (i) the execution and delivery of this Agreement and the Seller's Closing Documents, and (ii) the Contemplated Transactions.

  • Litigation; Enforceability The Borrower or any other Loan Party shall disavow, revoke or terminate (or attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of this Agreement, any Note or any other Loan Document or this Agreement, any Note, the Guaranty or any other Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

  • Power and Authority; Enforceability This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against, the Company.

  • Authorization; Enforceability The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

  • Power; Enforceability Each of Parent and Merger Sub has the requisite power and authority to (a) execute and deliver this Agreement; (b) perform its covenants and obligations hereunder; and (c) consummate the Merger. The execution and delivery of this Agreement by each of Parent and Merger Sub, the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder and the consummation of the Merger have been duly authorized by all necessary action on the part of each of Parent and Merger Sub and no additional actions on the part of Parent or Merger Sub are necessary to authorize (i) the execution and delivery of this Agreement by each of Parent and Merger Sub; (ii) the performance by each of Parent and Merger Sub of its respective covenants and obligations hereunder; or (iii) the consummation of the Merger. This Agreement has been duly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Limitations.

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