Authority; No Breach or Conflicts Clause Samples
The 'Authority; No Breach or Conflicts' clause confirms that each party entering into the agreement has the legal power and authorization to do so, and that their participation will not violate any existing laws, contracts, or obligations. In practice, this means that the signing party affirms it is not restricted by prior agreements, court orders, or internal rules that would prevent it from fulfilling its commitments under the new contract. This clause serves to protect all parties by ensuring that the agreement is valid and enforceable, and by minimizing the risk of future disputes arising from unauthorized or conflicting obligations.
Authority; No Breach or Conflicts. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to issue and sell the IAGI Common Stock, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Company’s organizational documents. The IAGI Common Stock, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Seller; provided, however, that the IAGI Common Stock may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the IAGI Common Stock is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Investor has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Investor Stock, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by the Investor of this Agreement and the agreements provided for herein, and the consummation by the Investor of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Investor’s organizational or formation documents. The Investor Stock, when issued in compliance with the provisions of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will have the rights, preferences, privileges and restrictions as described in the Investor’s certificate of incorporation. The Investor Stock will be free of any liens or encumbrances. The issuance of the Investor Stock is not subject to any preemptive right or right of first refusal.
Authority; No Breach or Conflicts. The Sellers and GPlus have all requisite power and authority (and capacity in the case of a Sellers who is an individual) to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the GPlus Shares). The execution, delivery and performance by Sellers and GPlus of this Agreement and the agreements provided for herein, and the consummation by Sellers of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Sellers or GPlus’s organizational or formation documents. The GPlus Ordinary Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Sellers provided, however, that the GPlus Ordinary Shares may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the GPlus Ordinary Shares is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to issue and sell the IAO Common Stock, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Company’s organizational documents. The IAO Common Stock, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by the Taicom; provided, however, that the IAO Common Stock may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the IAO Common Stock is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Purchased Assets). The execution, delivery and performance by Seller of this Agreement and the agreements provided for herein, and the consummation by Seller of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of Seller’s organizational or formation documents.
Authority; No Breach or Conflicts. The Sellers have all requisite power and authority and capacity to execute and deliver this Agreement and to perform their obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Shift Resources Membership Interests). The execution, delivery and performance by Sellers and Shift Resources of this Agreement and the agreements provided for herein, and the consummation by Sellers of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Sellers or Shift Resource’s organizational or formation documents. The Shift Resources Membership Interests have been validly issued, fully paid and non-assessable free of any liens or encumbrances provided, however, that the Shift Resources Membership Interests may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the Shift Resources Membership Interests is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Company’s organizational documents.
Authority; No Breach or Conflicts. Taicom has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to sell, transfer, and convey the Taicom Preferred Shares). The execution, delivery and performance by Taicom of this Agreement and the agreements provided for herein, and the consummation by Taicom of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Taicom’s organizational or formation documents. The Taicom Preferred Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable free of any liens or encumbrances other than any liens or encumbrances created by Taicom provided, however, that the Taicom Preferred Shares may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the Taicom Preferred Shares is not subject to any preemptive rights or rights of first refusal.
Authority; No Breach or Conflicts. The Seller Parties each have all requisite power and authority to execute and deliver this Agreement and to perform their obligations hereunder (including, with respect to the Seller, all right, power, capacity and authority to sell, transfer, and convey the Zest Shares). The execution, delivery and performance by Seller Parties of this Agreement and the agreements provided for herein, and the consummation by the Seller Parties of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (i) directly or indirectly contravene, conflict or result in a violation or breach of any provision of the Seller’s or Zest Home’s or Zest Corp’s organizational or formation documents, (ii) directly or indirectly contravene, conflict or result in a violation or breach of, or constitute a default under, or permit termination of, or result in the acceleration of, or give rise to the creation of any lien upon any property or asset of the Zest Entities, under any of the terms, conditions or provisions of any instrument or obligation to which any Zest Entity is a party or by which it is bound or to which any of its assets may be bound or subject, (iii) directly or indirectly contravene, conflict or result in a violation of any law applicable to the Seller Parties or by which any property or asset of the Seller Parties is bound or subject, or (iv) require any consent. The Zest Shares are validly issued; fully paid and non-assessable free of any liens or encumbrances provided, however, that the Zest Shares may be subject to restrictions on transfer under state or US federal securities laws.
Authority; No Breach or Conflicts. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder (including all right, power, capacity and authority to issue and sell the IAO Preferred Stock and the IAO Conversion Stock upon conversion of the IAO Preferred Stock, subject to applicable federal and state securities law restrictions). The execution, delivery and performance by the Company of this Agreement and the agreements provided for herein, and the consummation by the Company of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, directly or indirectly contravene, conflict or result in a violation of any provision of the Company’s organizational documents. The IAO Preferred Stock, when issued in compliance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will have the rights, preferences, privileges and restrictions described in the Certificate of Designations; the IAO Conversion Stock issuable upon conversion of the IAO Preferred Stock have been duly and validly reserved and, when issued in compliance with the provisions of the Certificate of Designations, will be validly issued, fully paid and non-assessable; and the IAO Preferred Stock and the IAO Conversion Stock will be free of any liens or encumbrances other than any liens or encumbrances created by the Sellers; provided, however, that the IAO Preferred Stock and the IAO Conversion Stock may be subject to restrictions on transfer under state or US federal securities laws. The issuance of the Company Shares is not subject to any preemptive rights or rights of first refusal.