Authority; No Conflicts; Consents. (a) Each of Parent and Acquisition has full corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereunder. The Board of Directors of Acquisition (the "ACQUISITION BOARD") has declared the Merger advisable and approved this Agreement and resolved to recommend the approval of the Merger and adoption of this Agreement and the consummation of the transactions contemplated hereby to the sole stockholder of Acquisition. The execution, delivery and performance of this Agreement by each of Parent and Acquisition has been duly authorized and approved (i) in the case of Acquisition, by the Acquisition Board and Parent, its sole stockholder, and (ii) in the case of Parent, by all necessary corporate action and, except for (A) the adoption of this Agreement by the stockholders of Acquisition and (B) the filing of appropriate merger documents as required by the DGCL, no other corporate proceedings other than actions previously taken on the part of either Parent or Acquisition are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by each of Parent and Acquisition and is the legal, valid and binding obligation of each of Parent and Acquisition enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and by the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
(b) The execution, delivery and performance by each of Parent and Acquisition of this Agreement and the consummation of the Merger do not, and will not, (i) violate or conflict with any provision of the certificate of incorporation or by-laws of either Parent or Acquisition, (ii) violate any law, rule, regulation, order, writ, injunction, judgement or decree of any court, governmental authority, or regulatory agency, except for violations which, individually or in the aggregate, will not have a Material Adverse Effect on Parent or Acquisition taken as a whole, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any note, bond, indenture, lien, mortgage, lease, permit, guaranty or othe...
Authority; No Conflicts; Consents. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York. 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 or delivery of this Contract and the documents required to be executed and delivered at Closing, in each case, by Seller or the performance of Seller’s obligations hereunder. This Contract is, and the documents to be executed and delivered by Seller at Closing will be, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. 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 Seller or to the Hotel.
Authority; No Conflicts; Consents. (i) LION possesses all requisite corporate power and authority, and TRMS possesses all limited liability power and authority to enter into this Agreement and perform its respective obligations hereunder.
(ii) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or limited liability company action, as appropriate, on the part of Sellers.
(iii) This Agreement constitutes the valid and binding obligation of Sellers, enforceable against Sellers in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, or (2) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and principles of public policy (subsections (1) and (2) are referred to as “Equitable Exceptions”).
(iv) The execution, delivery, and performance of this Agreement by Sellers and the consummation by Sellers of the transactions contemplated by this Agreement does not (1) violate any provision of LION’s articles of incorporation or bylaws, as amended, or TRMS’ certificate of formation (and operating agreement) or (2) conflict with or result in any breach, violation, modification or termination of, accelerate or permit the acceleration of the performance required by the terms of, or constitute a default, under any of the terms or provisions of any agreement, indenture, loan, mortgage, lien, lease, obligation, license, permit, franchise, judgment, decree, order, statute, rule, regulation or other instrument or restriction of any kind to which Sellers are a party or by which their assets or property is bound, except for any such events or occurrences that could not reasonably be expected to have a material adverse effect on Sellers’ business or properties.
(v) No consent, approval, order or authorization of, or registration, declaration or, except as set forth on Schedule 9(b), filing with, any governmental entity or public or regulatory unit, agency, body or authority is required in connection with the execution, delivery or performance of this Agreement by Sellers or the consummation by Sellers of the transactions contemplated by this Agreement.
Authority; No Conflicts; Consents. Each Contributor has all requisite limited liability company power and authority to execute and deliver each Transaction Document to which it is a party, to consummate the Transactions, and to perform all of the terms and obligations thereunder required to be performed by it. Each of the Transaction Documents to which such Contributor is a party has been duly and validly authorized, executed, and delivered by such Contributor, and (assuming the due and valid authorization, execution, and delivery by the other parties hereto and thereto) the Transaction Documents to which such Contributor is a party constitute the legal, valid, and binding obligations of such Contributor, enforceable against such Contributor in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar Laws affecting creditors’ rights and remedies generally. The consummation of the Transactions will not conflict with, require the consent of any third party (not previously received) or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination, loss of benefits or rights, or cancellation of, or result in any Lien (other than a Permitted Lien) on, any of the equity or assets of such Contributor or its Contributor Subsidiaries under any provision of: (i) their Governing Documents; (ii) any applicable Law or Order; or (iii) their respective Principal Facility Documents or material Permits; except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, accelerations, terminations, losses, cancellations, or Liens set forth on Schedule 3.2.
Authority; No Conflicts; Consents. (a) Rev has all requisite limited liability company power and authority to execute and deliver each Transaction Document to which Rev is a party, to consummate the Transactions, and to perform all of the terms and obligations thereunder required to be performed by Rev. Each of the Transaction Documents to which Rev is a party has been duly and validly authorized, executed and delivered by Rev, and (assuming the due and valid authorization, execution and delivery by the other parties hereto and thereto) the Transaction Documents to which Rev is a party constitute the legal, valid, and binding obligations of Rev, enforceable against Rev in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights, and remedies generally. No Rev Entity has conducted any business or had any operations since its formation, other than in connection with the Transactions.
(b) The consummation of the Transactions will not conflict with, require the Consent of any Third Party or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under (i) the Governing Documents of any Rev Entity or (ii) any Law or Order applicable to any Rev Entity.
(c) Except as set forth on Schedule 4.2(c), no Consent, Order, or Permit of, or declaration or filing with, or notification to, any Governmental Entity is required in connection with the Transactions.
Authority; No Conflicts; Consents. Except as set forth in the Disclosure Schedule, (i) Nanotronics has all requisite corporate power and authority to execute and deliver this Agreement and to carry out and perform its obligations under the terms of this Agreement; and (ii) this Agreement, when executed and delivered by Nanotronics, will constitute a valid and binding obligation, enforceable against it in accordance with its terms. Without limiting the generality of the foregoing, the Nanotronics Board of Directors and shareholders have taken all corporate action necessary to authorize, and have duly authorized, the execution, delivery and performance of this Agreement by Nanotronics. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in any violation of, conflict with, or constitute a default or give rise to a right of termination, cancellation or acceleration under any provision of (1) the Articles of Incorporation or Bylaws of Nanotronics; (2) any judgment, decree or order or any agreement, contract, understanding, indenture or other instrument to which Nanotronics is a party or by which it is bound; or (3) to Nanotronics' knowledge, any statute, rule or governmental regulation applicable to Nanotronics. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality (a "Governmental Entity"), is required by or with respect to Nanotronics in connection with the execution and delivery of this Agreement by Nanotronics or the consummation by Nanotronics of the transactions contemplated hereby.
Authority; No Conflicts; Consents. (a) Such Stockholder has the requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which such Stockholder is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other agreements contemplated hereby to which such Stockholder is a party have been duly authorized, executed and delivered by such Stockholder and constitute the valid and binding obligations of such Stockholder, enforceable against such Stockholder in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.
(b) The execution and delivery by such Stockholder of this Agreement and the other agreements contemplated hereby to which such Stockholder is a party do not, and the consummation by such Stockholder of the transactions contemplated hereby and thereby will not, directly or indirectly (i) violate any of the terms or requirements of any Order or Law applicable to such Stockholder or any of its properties or assets, (ii) violate, conflict with, result in a breach of any provision of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate any material Contract or other material obligation to which such Stockholder is a party, or by which such Stockholder or any of its properties or assets may be bound or affected, or (iii) result in the imposition of any Lien upon the any Equity Securities of the Company held by such Stockholder.
(c) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required to be delivered or obtained by such Stockholder in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby to which such Stockholder is a party or the consummation of the transactions contemplated hereby and thereby.
Authority; No Conflicts; Consents. (a) Seller has all requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements and to consummate the Transactions. All corporate acts required to be taken by Seller to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions have been duly taken. When executed and delivered by the Seller at the Closing, this Agreement and the Ancillary Agreements will constitute valid and binding obligations of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(b) Except as disclosed on Schedule 3.2, the execution and delivery of this Agreement and the Ancillary Agreements by Seller will not, and the consummation of the Transactions by Seller will not, result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Lien upon any of the Assets under, any provision of (i) the Certificate of Incorporation or By-Laws of MagneTek, (ii) subject to the matters disclosed in Schedule 3.2, any material Contractual Obligation of Seller or (iii) any judgment, order or decree or, subject to the matters described in clauses (A) through (C) below, Requirement of Law applicable to Seller other than, in the case of clauses (ii) and (iii) above, any such violations, defaults, rights or Liens that, individually or in the aggregate, would not have a material adverse effect on the Assets or the U.S. Business. No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any third person or Governmental Authority is required to be obtained or made by or with respect to Seller in connection with the execution and delivery of this Agreement or the consummation by Seller of the Transactions, other than (A) compliance with and filings under the HSR Act, (B) compliance with and filings under Section 13(a) or 15(d), as the case may be, of the Exchange Act and (C) those that may be required solely by reason of Buyer's participation in the ...
Authority; No Conflicts; Consents. (a) The Company has all requisite limited liability company power and authority to execute and deliver each Transaction Document to which it is a party, to consummate the Transactions, and to perform all of the terms and obligations required to be performed by it under such Transaction Documents. Each Transaction Document to which the Company is a party has been duly and validly authorized, executed, and delivered through all requisite actions by the Company, and (assuming the due and valid authorization, execution, and delivery by the other parties hereto and thereto) such Transaction Documents constitute the legal, valid, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to the Enforceability Exceptions.
(b) Except as set forth on Schedule 3.2, the execution, delivery and performance by the Company of each of the Transaction Documents to which it is or will be a party does not, and the consummation of the Transactions by the Company will not, conflict with, to any material extent, require any material consent of any Third Party (not previously received) or result in any material violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of acceleration, termination, loss of material benefits or rights, or cancellation of, or result in any Lien (other than a Permitted Lien) on, any of the equity or material assets of any Group Company under any provision of: (i) their Governing Documents; (ii) any applicable Law or Order; or (iii) their respective Principal Facility Documents or material Permits.
Authority; No Conflicts; Consents. The Purchaser has the right, power, legal capacity and authority to enter into, deliver and perform this agreement and any other agreements and instruments contemplated hereby, and this Agreement and all such other agreements and instruments are, or upon the execution thereof will be, valid and binding upon and enforceable against the Purchaser in accordance with their respective terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate any provision of, or result in the breach of or accelerate or permit the acceleration of the performance required by the terms of, any applicable law, rule or regulation of any governmental body having jurisdiction as against Purchaser, the Articles of Incorporation or By-Laws of Purchaser, or any agreement or indebtedness to which Purchaser is a party or by which it may be bound, or of any order, judgment or decree applicable to it or result in the creation of any claim, lien, charge or encumbrance upon any of the property or assets of Purchaser.
