Authority for Agreement; Conflicts Sample Clauses

Authority for Agreement; Conflicts. (a) Seller and each of the Selling Stockholders have all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement and the other documents to be delivered by Sellers at the Closing (such other documents are collectively the "Seller Documents") and to perform fully his or its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable Seller Documents by Seller has been duly authorized by all necessary corporate action.
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Authority for Agreement; Conflicts. (a) BCI has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Rights Agreement (the "Rights Agreement") entered into between ART and Bachow Entities dated the date hereof, the Management Agreement (the "Management Agreement") entered into between ART and BCI dated the date hereof and the other documents to be delivered by Bachow Entities at the Closing (the Rights Agreement, Management Agreement and such other documents, including without limitation the Guarantee of Xxxx Xxxxxx attached as Exhibit A hereto (the "Guarantee") are collectively the "Bachow Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable Bachow Documents by BCI has been duly authorized by all necessary corporate action.
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Authority for Agreement; Conflicts. (a) ART has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement and the other documents to be delivered by ART at the Closing (such other documents are collectively the "ART Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable ART Documents by ART has been duly authorized by all necessary corporate action.
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Authority for Agreement; Conflicts. (a) Each Seller has all necessary power and authority to enter into, execute and deliver this Agreement, and to the extent such Seller is a party thereto, the Management Agreements (the "Management Agreements") entered into between ART and each Holder dated the date hereof, the Bridge Loan Agreement dated as of the date hereof (the "Loan Agreement") among BCC, BroadStream and ART and the related documents set forth on Schedule 3.2 hereof (the "Loan Documents" and, together with this Agreement and the Management Agreement, collectively the "Transaction Agreements"), the Registration Rights Agreement in the form of Exhibit 3.2 hereto to be entered into by the Holders and ART at the Closing (as the same may be amended pursuant to Section 9.12 hereof, the "Registration Rights Agreement"), the Pledge Agreement to be entered into at the Closing by the ART and the parties specified in Section 10.16 hereof (the "Pledge Agreement") and the other documents to be delivered by Sellers in connection with such agreements (the Transaction Agreements, the Registration Rights Agreement, the Pledge Agreement and such other documents are referred to collectively as the "Seller Documents") and to perform fully his or its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the applicable Seller Documents by each Seller has been duly authorized by all necessary action.
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Authority for Agreement; Conflicts. 3.2.1 Subject to FCC consent, DCT has all necessary power and authority, corporate or otherwise, to enter into, execute and deliver this Agreement, the Services Agreement and the Instruments of Assignment (this Agreement, the Services Agreement and Instrument of Assignment are collectively referred to herein as the "Seller Documents") and to perform fully its obligations hereunder and the transactions contemplated hereby and thereby. The execution, delivery and performance of the Seller Documents by DCT has been duly authorized by all necessary corporate action.
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Related to Authority for Agreement; Conflicts

  • Authority for Agreement The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

  • Complete Agreement; Conflicts This Agreement, the Notes (if issued), any Requests for Revolving Credit Advance, Requests for Swing Line Advance and Term Loan Rate Requests, and the Loan Documents contain the entire agreement of the parties hereto, superseding all prior agreements, discussions and understandings relating to the subject matter hereof, and none of the parties shall be bound by anything not expressed in writing. In the event of any conflict between the terms of this Agreement and the other Loan Documents, this Agreement shall govern.

  • CONFLICTS WITH TRUST’S GOVERNING DOCUMENTS AND APPLICABLE LAWS Nothing herein contained shall be deemed to require the Trust or the Fund to take any action contrary to the Trust’s Agreement and Declaration of Trust, By-Laws, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust and Fund. In this connection, the Advisor acknowledges that the Trustees retain ultimate plenary authority over the Fund and may take any and all actions necessary and reasonable to protect the interests of shareholders.

  • Inconsistencies with Other Documents; Independent Effect of Covenants (a) In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided, that any provision of the Security Documents which imposes additional burdens on the Borrower or its Subsidiaries or further restricts the rights of the Borrower or its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect.

  • Entire Agreement; Conflicts THIS AGREEMENT, THE EXHIBITS, SCHEDULES AND APPENDICES HERETO COLLECTIVELY CONSTITUTE THE ENTIRE AGREEMENT AMONG THE PARTIES PERTAINING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS AMONG THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND NO PARTY SHALL BE BOUND BY OR LIABLE FOR ANY ALLEGED REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF INTENTION NOT SO SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS AGREEMENT AND THE TERMS AND PROVISIONS OF ANY EXHIBIT HERETO; THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL; PROVIDED, HOWEVER, THAT THE INCLUSION IN ANY OF THE EXHIBITS HERETO OF TERMS AND PROVISIONS NOT ADDRESSED IN THIS AGREEMENT SHALL NOT BE DEEMED A CONFLICT, AND ALL SUCH ADDITIONAL PROVISIONS SHALL BE GIVEN FULL FORCE AND EFFECT.

  • Authority; No Conflicts Seller is a limited liability company duly formed, validly existing and in good standing in the State of Georgia. Seller has obtained all necessary consents to enter into and perform this Contract and is fully authorized to enter into and perform this Contract and to complete the transactions contemplated by this Contract. No consent or approval of any person, entity or governmental authority is required for the execution, delivery or performance by Seller of this Contract, except as set forth in Exhibit D, and this Contract is hereby binding and enforceable against Seller. Neither the execution nor the performance of, or compliance with, this Contract by Seller has resulted, or will result, in any violation of, or default under, or acceleration of, any obligation under any existing corporate charter, certificate of incorporation, bylaw, articles of organization, limited liability company agreement or regulations, partnership agreement or other organizational documents and under any, mortgage indenture, lien agreement, promissory note, contract, or permit, or any judgment, decree, order, restrictive covenant, statute, rule or regulation, applicable to Selleror to the Hotel.

  • Conflict with Agreements; Approvals The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of any provision of the Certificate of Incorporation or Bylaws of TAGALDER or of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to TAGALDER or its properties or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to TAGALDER in connection with the execution and delivery of this Agreement by TAGALDER, or the consummation by TAGALDER of the transactions contemplated hereby.

  • Conflict with LOC Documents In the event of any conflict between this Credit Agreement and any LOC Document (including any letter of credit application), this Credit Agreement shall control.

  • No Violation of Existing Agreements Neither the Borrower nor any ----------------------------------- Subsidiary of the Borrower is in violation of any material agreement or instrument to which it is party or by which it or any of its properties (now owned or hereafter acquired) may be subject or bound;

  • Corporate Authority; No Conflicts The execution, delivery and performance by such Credit Party of this Amendment and all documents, instruments and agreements contemplated herein are within such Credit Party’s corporate or other organizational powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any applicable law or other agreements binding upon such Credit Party or result in the creation or imposition of any Lien upon any of the assets of such Credit Party except for Liens permitted under Section 7.02 of the Credit Agreement.

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