Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser is a party has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of Purchaser, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaser.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement and all other agreements required to be executed by the Company at the Closing pursuant to Section 2 (the "Ancillary Agreements"), and performance of each the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement and shareholder action, the Ancillary Agreements have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement and the Ancillary Agreements and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s Articles or require a consent or waiver under, its Certificate of Incorporation or its Bylaws, in By-laws (each case as amended, or, in any material respect, amended to date) or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser AQLV is a party by AQLV has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of PurchaserAQLV, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser AQLV to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s AQLV's Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser AQLV is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to PurchaserAQLV.

Authority for Agreement. The execution, delivery, and performance of this Agreement by each of the Transaction Documents to which Purchaser is a party HXTH and Merger Sub has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documentsthis Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of Purchasereach of HXTH and the Merger Sub, enforceable against it each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the its provisions of the Transactions by Purchaser to which it is a party HXTH and Merger Sub will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s HXTH's Articles of Incorporation Incorporation, Merger Sub’s Certificate of Incorporation, or its either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser HXTH is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to PurchaserHXTH or Merger Sub.

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser IFRS is a party by IFRS has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of PurchaserIFRS, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser IFRS to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s IFRS's Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser IFRS is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to PurchaserIFRS.

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser Propalms is a party has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of PurchaserPropalms, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser Propalms to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s Propalms’ Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaser.

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser Xxx.xx is a party by Xxx.xx has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of PurchaserXxx.xx, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser Xxx.xx to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s Xxx.xx's Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser Xxx.xx is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to PurchaserXxx.xx.

Authority for Agreement. The execution, delivery, and performance of each of the Transaction Documents to which Purchaser VERITY SUB is a party by VERITY SUB has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documents, upon its execution by the Parties, will constitute the valid and binding obligation of PurchaserVERITY SUB, enforceable against it in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the provisions of the Transactions by Purchaser VERITY SUB to which it is a party will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s VERITY SUB's Articles of Incorporation or its Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser VERITY SUB is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to PurchaserVERITY SUB.

Authority for Agreement. The execution, deliverydelivery and performance by the Company of this Agreement, the Warrants, and performance of each the Stockholders Agreement (as defined in Section 5.3 below), and the consummation by the Company of the Transaction Documents to which Purchaser is a party has transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement, the shares, the Warrants and shareholder action, the Stockholders Agreement have been duly executed and each of such Transaction Documents, upon its execution delivered by the Parties, will Company and constitute the valid and binding obligation obligations of Purchaser, the Company enforceable against it in accordance with and subject to its their respective terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution of and consummation performance of the transactions contemplated by this Agreement, the Warrants and the Stockholders Agreement and compliance with their provisions by the provisions of the Transactions by Purchaser to which it is a party Company will not violate any provision of Applicable Law law and will not conflict with or result in any breach of any of the terms, conditions, conditions or provisions of, or constitute a default under, Purchaser’s or require a consent or waiver under, its Articles of Incorporation Organization or its Bylaws, in By-Laws (each case as amended, or, in any material respect, amended to date) or any indenture, lease, loan agreement or other agreement or instrument to which Purchaser the Company is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to Purchaserthe Company.

Authority for Agreement. The execution, delivery, and performance of this Agreement by each of the Transaction Documents to which Purchaser is a party CAE and Merger Sub has been duly authorized by all necessary corporate and shareholder action, and each of such Transaction Documentsthis Agreement, upon its execution by the Parties, will constitute the valid and binding obligation of Purchaser, each of CAE and Merger Sub enforceable against it each of them in accordance with and subject to its terms, except as enforceability may be affected by bankruptcy, insolvency or other laws of general application affecting the enforcement of creditors' rights. The execution and consummation of the transactions contemplated by this Agreement and compliance with the its provisions of the Transactions by Purchaser to which it is a party CAE and Merger Sub will not violate any provision of Applicable Law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, Purchaser’s Articles CAE's Certificate of Incorporation Incorporation, Merger Sub's Certificate of Incorporation, or its either of their Bylaws, in each case as amended, or, in any material respect, any indenture, lease, loan agreement or other agreement or instrument to which Purchaser CAE is a party or by which it or any of its properties is are bound, or any decree, judgment, order, statute, rule or regulation applicable to PurchaserCAE or Merger Sub.