Authority; No Violation; Consents and Approvals. (a) The Company has all requisite power and authority (corporate or otherwise) to enter into this Agreement and each Transaction Document to which it is a party and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is a party and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of the Company, and no other corporate, company, shareholder, partnership or similar proceeding on the part of the Company or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement and each Transaction Document to which the Company is a party.
(b) This Agreement and each Transaction Document to which the Company is a party has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).
(c) Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of the transactions contemplated hereby or thereby nor the performance by the Company under this Agreement or any Transaction Document to which the Company is a party will (i) violate, conflict with or result in a breach of any provision of the limited liability company agreement of the Company; (ii) require any consent, approval, authorization or Permit of, registration, declaration or filing with, or notification to, any Governmental Entity (each, a “Governmental Authorization”), except as may be required under the Xxxx-Xxxxx-Xxxxxx Act or any state or federal securities laws or any other Governmental Authorization that may be obtained after the Closing without penalty; (iii) other than as set forth on Section 3.2(c) of the Transferor Disclosure Schedule, require any consent or approval of any counterparty to, or violate or result in any breach of ...
Authority; No Violation; Consents and Approvals. (a) Each of the Parent Parties has all requisite limited liability company power and authority to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Parent Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company action on the part of such Parent Party, and no other limited liability company proceedings on the part of a Parent Party are necessary to consummate the transactions contemplated by this Agreement.
(b) This Agreement has been duly executed and delivered by each Parent Party and, assuming the due authorization, execution and delivery hereof by the Xxxxxx Parties, constitutes a legal, valid and binding agreement of such Parent Party, enforceable against such Parent Party in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).
(c) Except for matters expressly contemplated by this Agreement and matters described in clauses (ii), (iii) or (iv) below that would not, individually or in the aggregate, have a Parent Material Adverse Effect, neither the execution and delivery by the Parent Parties of this Agreement, nor the consummation by the Parent Parties of the transactions contemplated hereby and the performance by the Parent Parties of this Agreement will (i) violate or conflict with any provision of the governing documents of the Parent Parties; (ii) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity or any other person; (iii) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under any agreement or instrument to which any of the Parent Parties is a party or by or to which any of their properties are bound; (iv) result in the creation of an Encumbrance upon any of the assets of any of the Parent Parties; or (v) violate or conflict in ...
Authority; No Violation; Consents and Approvals. (a) HSE General Partner has all requisite power and authority (corporate or otherwise) to enter into this Agreement and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by HSE General Partner of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all requisite action on the part of HSE General Partner, and no other corporate, company, shareholder, partnership or similar proceeding on the part of HSE General Partner or any Affiliate thereof is necessary to consummate the transactions contemplated by this Agreement.
(b) This Agreement has been duly executed and delivered by the HSE General Partner and, assuming the due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding agreement of the HSE General Partner, enforceable against the HSE General Partner in accordance with its terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)).
(c) Neither the execution and delivery by the HSE General Partner of this Agreement, nor the consummation by the HSE General Partner of the transactions contemplated hereby nor the performance by the HSE General Partner under this Agreement will (a) violate, conflict with or result in a breach of any provision of the HSE General Partner LLC Agreement; (b) require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Authority (each, a “Governmental Authorization”), other than any notices or filings pursuant to applicable Antitrust Laws as contemplated by Section 5.2 of this Agreement, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and the Secretary of State of the State of Colorado, any such filings and approvals that may be required to be made or obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of the NGL LLC Units pursuant to this Agreement, or any Governmental Authorization that may be obtained after the Closing without penalty; (c) other than as set forth on Section 3.2(c) of the HSE Disclosure S...
Authority; No Violation; Consents and Approvals. Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(c) of this Agreement), Medmarc has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunder. The execution and delivery of this Agreement by Medmarc and the consummation of the transactions contemplated hereby have been authorized by the Board of Directors of Medmarc. The Board of Directors of Medmarc has adopted the Plan of Conversion and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all Requisite Regulatory Approvals, no other corporate proceedings on the part of Medmarc are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this Agreement has been duly and validly executed and delivered by Medmarc and (assuming this Agreement constitutes a valid and binding obligation of PRA) constitutes a valid and binding obligation of Medmarc, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. On or prior to the date of this Agreement, the Board of Directors of Medmarc received the opinion of Sandler X'Xxxxx & Partners that the Purchase Price is fair from a financial point of view to the Members as a group.
Authority; No Violation; Consents and Approvals. (a) The Company has full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by all of the Members of the Company. No other corporate proceedings on the part of the Company are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by the Company and (assuming due authorization, execution and delivery by Western and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of the Company, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
(b) Neither the execution and delivery of this Agreement by the Company nor the consummation by the Company of the transactions contemplated by this Agreement, nor compliance by the Company with any of the terms or provisions of this Agreement, will (i) violate any provision of the Certificate of Formation or the LLC Agreement of the Company, (ii) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to the Company or any of its properties or assets, or (iii) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of the Company under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which it or any of its properties or assets may be bound or affected.
(c) No consents or approvals of or filings or registrations with any Governmental Authority or with any other Person are necessary in connection with the execution and delivery by the Company and the Members of this Agreement or the consummation by the Company and the Members of the transactions contemplated by this Agreem...
Authority; No Violation; Consents and Approvals. (a) Western has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of Western. This Agreement has been duly and validly executed and delivered by Western and (assuming due authorization, execution and delivery by the Company and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of Western, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
(b) Neither the execution and delivery of this Agreement by Western nor the consummation by Western of the transactions contemplated by this Agreement, nor compliance by Western with any of the terms or provisions of this Agreement, will (i) violate any provision of the Articles of Incorporation or Bylaws of Western or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals described in Section 5.1(b) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Western or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Western under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which Western is a party, or by which it or any of its properties or assets may be bound or affected, except for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on Western.
(c) Except for (i) any consents, authorizations, orders and approvals required under the Securities Act or the Exchange Act, (ii) any consents, authorizations, approvals, filings or exemptions in connection with...
Authority; No Violation; Consents and Approvals. PRA has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the Board of Directors of PRA, and no other corporate proceedings on the part of PRA (including any approval of the stockholders of PRA) are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by PRA and (assuming due authorization, execution and delivery by Medmarc and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of PRA, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
