Authority; No Violation; Consents. (a) Neither the execution and delivery of this Agreement by Seller, nor the consummation of the transactions contemplated hereby and the performance of this Agreement by Seller, assuming that the Governmental Consents have been obtained prior to the Closing, will (i) violate, conflict with, or result in a breach of any provision of the charter, by-laws or other organizational documents of Seller or the Company, (ii) require consent under, violate, conflict with, or result in a breach, in any material respect, of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance or payment required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the properties or assets of the Company under any of the terms, conditions or provisions of any Contract to which the Company is a party or to which its properties or assets may be subject, except as set forth on Section 3.4(a) of the Company Disclosure Schedule (the “Third Party Consents”), or (iii) violate any Applicable Law applicable to Seller or the Company or any of their respective properties or assets, except, with respect to clauses (ii) and (iii), for such violations which would not have a Seller Material Adverse Effect or a Company Material Adverse Effect.
Authority; No Violation; Consents. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on the part of Buyer and no other proceedings on the part of Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Buyer. Assuming the due authorization, execution and delivery of this Agreement by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Authority; No Violation; Consents. (a) Each Stockholder has full power, right and authority to enter into and carry out its obligations under this Agreement and the Stockholders' Representatives Power of Attorney. This Agreement and the Stockholders' Representatives Power of Attorney have been duly executed and delivered by each Stockholder. This Agreement and the Stockholders' Representatives Power of Attorney are the legal, valid and binding obligations of each Stockholder, enforceable in accordance with its terms, and are not subject to any rights of spousal or other comparable consent or approval, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. The consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on the part of the Stockholders as stockholders of the Company, and no other action on the part of the Stockholders as stockholders of the Company is necessary to approve this Agreement and to consummate the transactions contemplated hereby.
Authority; No Violation; Consents. (a) The Subsidiaries, and each of them, have full power and authority to consummate the transactions contemplated by this Agreement, and all corporate or other action necessary on the part of the Subsidiaries, or any of them, to consummate the transactions contemplated hereby has been taken.
Authority; No Violation; Consents. (a) Each Advisor and such Equityholder has full power, right and authority to execute and deliver this Agreement and each Related Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Related Agreement to which any Advisor or such Equityholder is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite action on the part of each Advisor and each of the Equityholders, and no other proceedings on the part of any of them are necessary to approve this Agreement or any Related Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Advisor and such Equityholder. Assuming the due authorization, execution and delivery of this Agreement by the Parent and of each Related Agreement by the other parties thereto, this Agreement (and upon execution and delivery thereof each Related Agreement) constitutes the legal, valid and binding obligation of each Advisor and such Equityholder, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor's rights and by general equity principles.
Authority; No Violation; Consents. (a) The Parent has full power, right and authority to execute and deliver this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite action on the part of the Parent and no other proceedings on the part of the Parent are necessary to approve this Agreement or such Related Agreements or to consummate the transactions contemplated hereby and thereby. Each of this Agreement and such Related Agreements has been duly and validly executed and delivered by the Parent. Assuming the due authorization, execution and delivery of this Agreement and such Related Agreements by the other parties hereto, each of this Agreement and such Related Agreements constitutes a legal, valid and binding obligation of the Parent, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor's rights and by general equity principles.
Authority; No Violation; Consents. (a) Permal has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on the part of Permal and no other proceedings on the part of Permal are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Permal. The Persons who executed this Agreement on behalf of Permal have been duly authorized to do so. Assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of Permal, enforceable against each of them in accordance with its terms.
Authority; No Violation; Consents. (a) Any such Seller that is not a natural person and Sequana has full power, right and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. Any such Seller that is a natural person has the legal capacity to enter into this Agreement and consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly approved by all requisite action on the part of such Seller and Sequana and no other proceedings on the part of such Seller or Sequana are necessary to approve this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Seller and Sequana. For such Seller that is not a natural person and Sequana, the Persons who executed this Agreement on behalf of such Seller and Sequana, respectively, have been duly authorized to do so. Assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, this Agreement constitutes the legal, valid and binding obligation of such Seller and Sequana, enforceable against them in accordance with its terms.
Authority; No Violation; Consents. (a) Parent has all requisite corporate power and authority to execute and deliver this Agreement and the Stock Purchase Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Stock Purchase Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by all requisite action on the part of Parent and no other corporate proceedings on the part of Parent or its stockholders are necessary to approve this Agreement or the Stock Purchase Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement and the Stockholder Purchase Agreement have each been duly executed and delivered by Parent. Assuming the due authorization, execution and delivery of this Agreement by Buyer and of the Stock Purchase Agreement by Buyer, MIMI and Newco, this Agreement and the Stock Purchase Agreement each constitute the legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency, moratorium and similar laws affecting creditors' rights and remedies generally.
Authority; No Violation; Consents. (a) Neither the execution and delivery of this Agreement by Seller, nor the consummation of the transactions contemplated hereby and the performance of this Agreement by Seller, assuming that the Governmental Consents have been obtained prior to the Closing, will (i) (x) violate, conflict with, or result in a breach of, or constitute a default (or in the event that, with notice or lapse of time or both, would constitute a default) under, any provision of the organizational documents or operating agreement of Seller or the limited liability company agreement or other organizational documents of any of the Companies or any of their Subsidiaries or (y) require consent under, violate, conflict with, or result in a breach, in any material respect, of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate or modify the performance or payment required by, or result in a right of termination, acceleration or modification under, or result in the creation of any Encumbrance upon any of the properties or assets of Seller, any of the Companies or any of their Subsidiaries under any of the terms, conditions or provisions of any Contract to which Seller, any of the Companies or any of their Subsidiaries is a party or to which any of the Companies' or any of their Subsidiaries' properties or assets may be subject, except as set forth on Section 3.4 of the Companies Disclosure Schedule, or (ii) violate any Applicable Law or conflict with any of the Seller's, Companies' or their Subsidiaries' respective right to fully own and use its properties or assets, except, with respect to clause (ii), for such violations which would not have a Material Adverse Effect on Seller or the Companies.
