Common use of Authority of Buyer Clause in Contracts

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (a) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basis.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc), Asset Purchase Agreement (Asi Solutions Inc)

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Authority of Buyer. (a) Buyer has full rightlimited liability company power and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument all of the Ancillary Documents to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebywhich it is a party. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument Ancillary Documents by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer's Board of Managers and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its members. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable against Buyer in accordance with their its terms. Following the approval of Buyer's Board of Directors, the execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (a) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree Ancillary Document to which Buyer is a party has been duly authorized by Buyer and which is material upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. (b) Subject to the business receipt of the Required Consents (other than the Third Party Consents), neither the execution and financial condition delivery of this Agreement or any of such Ancillary Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event of default under (1) the Certificate of Formation or Operating Agreement of Buyer, (2) any Court Order to which Buyer and its parent and affiliated organizations on is a consolidated basisparty or by which it is bound or (3) any Requirements of Law affecting Buyer; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, other than filings with the Bankruptcy Court or under the HSR Act or other anti-trust or competition laws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Venture Europe Inc), Asset Purchase Agreement (Venture Holdings Co LLC)

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (bii) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or or, assuming no breach in the representations set forth in Sections 2.5 and 2.24 hereof, require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basis.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Segue Software Inc), Asset Purchase Agreement (Segue Software Inc)

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement Agreement, the Note and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement Agreement, and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement Agreement, the Note, and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer Buyer, and no other action on the part of Buyer is required in connection therewith. This Agreement Agreement, the Note and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the [The execution, delivery and performance by Buyer of this Agreement Agreement, the Note and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate [Articles of Incorporation Organization] or by-laws bylaws of Buyer; (bii) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer Buyer, or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party party, and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basis.basis.]29

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement Agreement, the LLC Agreement, and each agreementother contract or agreement specifically referenced in, document and instrument or to be executed and delivered by Buyer pursuant to to, or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement, the LLC Agreement and each such other agreement, document and instrument contract or agreement have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other corporate action on the part of Buyer is required in connection therewith. This Agreement, the LLC Agreement and each other agreementcontract or agreement specifically referenced in, document and instrument or executed and delivered by Buyer pursuant to to, this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement, the LLC Agreement and each such other contract or agreement, document and instrument: (a) does not and will not violate any provision of the Certificate of Incorporation or byBy-laws of Buyer, each as amended to date; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of of, any indenture, loan or credit agreement, or any other agreementcontract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party or by which any property of Buyer is bound or affected and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basis.

Appears in 2 contracts

Samples: Purchase Agreement (Affiliated Managers Group Inc), Purchase Agreement (Affiliated Managers Group Inc)

Authority of Buyer. Buyer has full right, corporate power and authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, the valid and binding obligations obligation of Buyer enforceable in accordance with their its terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrumentinstrument contemplated hereby: (ai) does do not and will not violate any provision of the Certificate certificate of Incorporation incorporation or by-laws of Buyer; (bii) does do not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (ciii) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award, whether written or oral, to which Buyer is a party and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisbound or affected.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Natrol Inc), Asset Purchase Agreement (Natrol Inc)

Authority of Buyer. (a) Buyer has full right, the requisite corporate power and authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action of Buyer and no other action on the part do not require any further authorization or consent of Buyer is required in connection therewithor its stockholders. This Agreement is, and each other agreement, document and instrument Buyer Ancillary Agreement when executed and delivered by Buyer pursuant to this Agreement constituteand the other parties thereto will be, or when executed and delivered will constitutea legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its respective terms. Following , except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the approval enforcement of Buyer's Board creditors’ rights generally and except as such enforceability is subject to general principles of Directorsequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except as set forth in Schedule 4.2, none of the execution, delivery and performance by Buyer of this Agreement and each such agreementthe other Buyer Ancillary Agreements, document the consummation by Buyer of any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right result in the creation or imposition of termination any Encumbrance upon any assets of Buyer under, (A) the certificate of incorporation or bylaws of Buyer, (B) any indenture, loan or credit agreement, or any other agreementnote, mortgage, lease, permitguaranty or material agreement, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or (C) any statute, other law or regulatory provision affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisHSR Act or the Communications Act.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Meredith Corp)

Authority of Buyer. Buyer has full rightpower and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument to be executed and delivered by all of the Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyAncillary Agreements. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer’s manager or managing member and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its members. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Following Neither the approval of Buyer's Board of Directors, the execution, execution and delivery and performance by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (a) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate termination or cancellation or a loss of rights under (1) the Certificate of Formation or the Operating Agreement of Buyer, (2) any obligation undermaterial note, or give rise to a right of termination of any indentureinstrument, loan or credit agreement, or any other agreement, mortgage, lease, permitlicense, orderfranchise, judgment permit or decree other authorization, right, restriction or obligation to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound, (3) any Court Order to which Buyer is a party or by which it is bound or (4) any Requirements of Laws affecting Buyer; or (b) require the business and financial condition approval, consent, authorization or act of, or the making by Buyer of Buyer and its parent and affiliated organizations on a consolidated basisany declaration, filing or registration with, any Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacer Health Corp)

Authority of Buyer. Buyer has full rightthe corporate power and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant to this Agreement and to carry out hereto (collectively, the transactions contemplated hereby and thereby"Buyer Ancillary Agreements"). The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action on behalf of Buyer and no other action on the part of Buyer is required in connection therewithBuyer. This Agreement is, and each other agreement, document and instrument Buyer Ancillary Agreement when executed and delivered by Buyer pursuant to this Agreement constituteand the other parties thereto will be, or when executed and delivered will constitutethe legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its respective terms, subject to bankruptcy, insolvency, moratorium and similar laws of general application relating to or affecting creditors' rights and general equity principles. Following Except as set forth in Schedule 3.2, neither the approval execution and delivery of Buyer's Board of Directors, this Agreement or any Buyer Ancillary Agreement by Buyer or the execution, delivery and performance consummation by Buyer of this Agreement any of the transactions contemplated hereby or thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (a) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, accelerate the charter or By-laws of Buyer or any obligation under, or give rise to a right of termination of any indenture, loan or credit material agreement, or any other agreement, mortgage, lease, permitjudgment, order, judgment award or decree to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound or any Requirements of Law affecting Buyer; or (b) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisImprovements Act or the Communications Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (SFX Broadcasting Inc)

Authority of Buyer. (a) Buyer has full right, the requisite corporate power and authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and ---------- provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by all necessary action of Buyer and do not require any further authorization or consent of Buyer or its stockholders. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by Buyer and the other parties thereto will be, a legal, valid and binding agreement of Buyer enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except as set forth in Schedule 4.2, none of the execution and delivery by Buyer of this Agreement and each such the other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary corporate action of ------------ Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of DirectorsAncillary Agreements, the execution, delivery and performance consummation by Buyer of this Agreement any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right result in the creation or imposition of termination any Encumbrance upon any assets of Buyer under, the certificate of incorporation or bylaws of Buyer, any indenture, loan or credit agreement, or any other agreementnote, mortgage, lease, permitguaranty or material agreement, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or any statute, other law or regulatory provision affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisHSR Act or the Communications Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Operating Co)

Authority of Buyer. Subject only to obtaining approval of the holders of its Series A Preferred Stock, Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreementother Transaction Document to which it is a party, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and and, to carry out the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document Transaction Document and instrument have been, or as the consummation of the Closing shall Transactions have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer (other than the stockholder approval referred to above) is required in connection therewith. This Agreement and each other agreement, document and instrument Transaction Document executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of DirectorsExcept as set forth on Schedule 3.2, the execution, delivery and performance by Buyer of this Agreement and each such agreement, document Transaction Document and instrumentthe consummation of the Transactions: (ai) does not and will not violate any provision of the Certificate of Incorporation or byBy-laws of Buyer; (bii) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made); and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, agreement or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party and or by which Buyer is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance having a material adverse effect on the operation or condition (financial or otherwise) of the Fiber Ring Assets or result in a material change in the obligations of Buyer under the Assumed Liabilities, taken as a whole, other than any effect relating to or arising out from an event, matter, occurrence or action (a) affecting the United States or global economy generally; (b) primarily caused by or related to the business and financial condition announcement or pendency of the Transactions; or (c) resulting from actions taken by Buyer and its parent and affiliated organizations on at the request of the Company (a consolidated basis"Buyer Material Adverse Effect").

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Access Global Holdings Inc)

Authority of Buyer. (a) Buyer has full rightpower and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument to be executed and delivered by all of the Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyAncillary Agreements. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer’s Board of Directors or authorized person and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its stockholder. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its terms. Following , and each of the approval of Buyer's Board of Directors, the execution, delivery and performance Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. (b) Neither the execution and delivery of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision conflict with, result in a breach of the Certificate terms, conditions or provisions of, or constitute a default, an event of Incorporation default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the charter or by-laws of Buyer; , (bB) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approvalmaterial note, consent or waiver ofinstrument, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permitlicense, orderfranchise, judgment permit or decree other authorization, right, restriction or obligation to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound, (C) any Court Order to which Buyer is a party or by which it is bound or (D) any Requirements of Laws affecting Buyer; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person, except as provided under the HSR Act. (c) Buyer has not received a second request or other notification from the FTC or the Antitrust Division with respect to the business notifications and financial condition other information filed by it under the HSR Act with respect to the transactions contemplated hereby. All such filings by Buyer were, as of Buyer the date filed, true and its parent accurate and affiliated organizations on a consolidated basisin accordance with the requirements of the HSR Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (West Corp)

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by the Buyer pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, valid and binding obligations of the Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by the Buyer of this Agreement and each such agreement, document and instrument: (a) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (cb) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and its parent and affiliated organizations is bound or affected, or result in the creation or imposition of any liens, security interests, restrictions, pledges, encumbrances, charges or claims of any kind on a consolidated basisany of Buyer's assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Breda Telephone Corp)

Authority of Buyer. (a) Buyer has full right, the requisite corporate authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the "Buyer Ancillary Agreements"), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by all necessary action of Buyer and do not require any further authorization or consent of Buyer or its stockholder. This Agreement is, and each Buyer Ancillary Agreement when executed and delivered by Buyer and the other parties thereto will be, a legal, valid and binding agreement of Buyer enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) None of the execution and delivery by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of DirectorsAncillary Agreements, the execution, delivery and performance consummation by Buyer of this Agreement any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right of termination result in the creation or imposition of any indentureEncumbrance upon any assets of Buyer under, loan the certificate of incorporation or credit bylaws of Buyer, any material contract, agreement, or any other agreementnote, instrument, mortgage, lease, permitlicense, franchise, permit or other authorization, right, restriction or obligation, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or any statute, other law or regulatory provision materially affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisHSR Act or the Communications Act.

Appears in 1 contract

Samples: Stock Purchase Agreement (Acme Communications Inc)

Authority of Buyer. (a) Buyer has full right, the requisite corporate authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the "Buyer Ancillary Agreements"), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by all necessary action of Buyer and do not require any further authorization or consent of Buyer or its stockholders. This Agreement is, and each Buyer Ancillary Agreement when executed and delivered by Buyer and the other parties thereto will be, a legal, valid and binding agreement of Buyer enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) None of the execution and delivery by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of DirectorsAncillary Agreements, the execution, delivery and performance consummation by Buyer of this Agreement any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right of termination result in the creation or imposition of any indentureEncumbrance upon any assets of Buyer under, loan the certificate of incorporation or credit bylaws of Buyer, any material contract, agreement, or any other agreementnote, instrument, mortgage, lease, permitlicense, franchise, permit or other authorization, right, restriction or obligation, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or any statute, other law or regulatory provision materially affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third Person or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisHSR Act or the Communications Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Acme Communications Inc)

Authority of Buyer. Buyer has and Parent have full right, corporate power and ------------------ authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer and Parent pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and Parent and no other action on the part of Buyer or Parent is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer and Parent pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, the valid and binding obligations obligation of Buyer and Parent enforceable in accordance with their its terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer and Parent of this Agreement and each such agreement, document and instrumentinstrument contemplated hereby: (ai) does do not and will not violate any provision of the Certificate certificate of Incorporation incorporation or by-laws of BuyerBuyer or Parent; (bii) does do not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or Parent or require Buyer or Parent to obtain any approval, consent or waiver of, or make any filing withwith or give notice to, any person or entity (governmental or otherwise) which that has not been obtained or made; andgiven; (ciii) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, require a consent under or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award, whether written or oral, to which Buyer or Parent is a party and which is material bound or affected, or result in the condition or imposition of any Lien on any of the Subject Assets; and (iv) to the business and financial condition of Buyer and its parent and affiliated organizations extent the foregoing representation relates to HSR, the representation is based solely on a consolidated basisSeller's representation contained in Section 2.3.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boron Lepore & Associates Inc)

Authority of Buyer. (a) Buyer has full rightcorporate power and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreementthe Buyer Ancillary Agreements, document and instrument to be as applicable. This Agreement has been duly authorized, executed and delivered by Buyer pursuant to and is the legal, valid and binding agreement of Buyer, enforceable in accordance with its terms. Each Buyer Ancillary Agreement has been duly authorized by Buyer and, when executed and delivered by all parties thereto, will be the legal, valid and binding obligation of Buyer, enforceable in accordance with its respective terms. (b) Except as set forth on Section 6.2(b) of the Buyer’s Disclosure Schedule, neither the execution and delivery of this Agreement and to carry out or the Buyer Ancillary Agreements, nor the consummation of any of the transactions contemplated hereby and or thereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, nor compliance with or as fulfillment of the Closing shall have beenterms, duly authorized by all necessary corporate action of Buyer conditions and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrumentprovisions hereof will: (ai) does not and will not violate any provision conflict with, result in a breach of the Certificate terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (A) the Articles of Incorporation or by-laws of Buyer; ; (bB) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree Governmental Order to which Buyer is a party or by which Buyer is bound, or (C) any Requirements of Laws affecting Buyer, the assets or business of Buyer; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any Person (c) The board of directors of Buyer (the “Buyer Board”) at a duly held meeting has (i) determined that this Agreement and which is material to the business Buyer Ancillary Agreements and financial condition the transactions contemplated hereby and thereby, including the Buyer Stock Issuance, are in the best interests of Buyer and its parent stockholders, (ii) approved this Agreement and affiliated organizations the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby, including the Buyer Stock Issuance, and (iii) approved the execution and delivery of this Agreement and the Buyer Ancillary Agreements. None of the aforesaid actions by the Buyer Board has been amended, rescinded or modified as of the date of this Agreement. No other corporate proceedings on the part of Buyer are necessary to approve this Agreement or to consummate the transactions contemplated hereby, other than a consolidated basisfinal approval of the Buyer Stock Issuance by the Buyer Board or a pricing committee thereof (which final approval the Buyer Board or a pricing committee thereof has the discretion to grant or withhold in its discretion in the exercise of its fiduciary duties). (d) There are no proceedings pending against or, to Knowledge of Buyer, threatened against or affecting, Buyer or any of its Affiliates that seek to restrain or prohibit, or to obtain damages or other relief in connection with, the transactions contemplated hereby or under any Buyer Ancillary Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Creative Realities, Inc.)

Authority of Buyer. (a) Buyer has and Parent have full right, corporate power and authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer and Parent pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and Parent and no other action on the part of Buyer or Parent is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer and Parent pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, the valid and binding obligations obligation of Buyer and Parent enforceable in accordance with their its terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer and Parent of this Agreement and each such agreement, document and instrumentinstrument contemplated hereby: (ai) does do not and will not violate any provision of the Certificate certificate of Incorporation incorporation or by-laws of BuyerBuyer or Parent; (bii) does do not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or Parent or require Buyer or Parent to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (ciii) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award, whether written or oral, to which Buyer or Parent is a party and which bound or affected. (b) With respect to HSR, Parent is material to the business and financial condition "ultimate parent entity" (as defined in HSR) of Buyer and its parent and affiliated organizations on a consolidated basisParent does not have annual net sales or total assets for purposes of HSR in excess of $100 million.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boron Lepore & Associates Inc)

Authority of Buyer. Subject only to obtaining approval of the holders of its Series A Preferred Stock, Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreementother Transaction Document to which it is a party, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and and, to carry out the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document Transaction Document and instrument have been, or as the consummation of the Closing shall Transactions have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer (other than the stockholder approval referred to above) is required in connection therewith. This Agreement and each other agreement, document and instrument Transaction Document executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of DirectorsExcept as set forth on Schedule 3.2, the execution, delivery and performance by Buyer of this Agreement and each such agreement, document Transaction Document and instrumentthe consummation of the Transactions: (ai) does not and will not violate any provision of the Certificate of Incorporation or byBy-laws of Buyer; (bii) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, ,or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made); and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, agreement or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party and or by which Buyer is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance having a material adverse effect on the operation or condition (financial or otherwise) of the Fiber Ring Assets or result in a material change in the obligations of Buyer under the Assumed Liabilities, taken as a whole, other than any effect relating to or arising out from an event, matter, occurrence or action (a) affecting the United States or global economy generally; (b) primarily caused by or related to the business and financial condition announcement or pendency of the Transactions; or (c) resulting from actions taken by Buyer and its parent and affiliated organizations on at the request of the Company (a consolidated basis"Buyer Material Adverse Effect").

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Access Global Holdings Inc)

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement Agreement, and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does do not and will not violate any provision of the Certificate of Incorporation or byBy-laws of Buyer; (bii) does do not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer Buyer, implicate any anti-takeover laws or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (ciii) does do not and will not result in a breach of, constitute a default under, require any consent under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and its parent and affiliated organizations is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on a consolidated basisany of Buyer's assets or capital stock.

Appears in 1 contract

Samples: Merger Agreement (Primix)

Authority of Buyer. Buyer has full right, all necessary authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as the consummation of the Closing shall transactions contemplated hereby have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval The consent of Buyer's Board of Directors, stockholders is not required in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation of the transactions contemplated hereby. This Agreement constitutes, or when executed and each such agreementdelivered will constitute, document the valid and instrumentbinding obligation of Buyer, enforceable in accordance with its terms. The execution, delivery and performance by Buyer of this Agreement do not, and the performance by Buyer of the transactions contemplated hereby will not: (a) does not and will not violate any provision of the Certificate Articles of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of Israel, or any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or mademade except as disclosed in Schedule 10.6 ; andor (c) does not and will not result in a violation or any breach of, of or constitute a default under(or an event which with notice or lapse of time or both would become a default) under any material note, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreementbond, mortgage, indenture, contract, agreement, lease, license, permit, order, judgment franchise or decree other instrument or obligation to which Buyer is a party and party, except for any such violations, breaches, defaults or other occurrences which is would not prevent or delay in any material to the business and financial condition of respect Buyer and from performing its parent and affiliated organizations on a consolidated basisobligations under this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (MRV Communications Inc)

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer or its stockholders is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their termsrespective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors' rights and except as the remedy of specific performance and other injunctive relief may be unavailable in certain cases. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (bii) does not and will not violate in any material respect any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or mademade or will be obtained or made prior to the Closing; and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Buyer's assets or its parent and affiliated organizations on a consolidated basiscapital stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroe Inc)

Authority of Buyer. Buyer has full right, authority power and power legal capacity to ------------------ enter into execute and deliver this Agreement and each agreement, document and instrument the other agreements required to be executed and delivered by Buyer pursuant to hereunder (this Agreement and such other agreements being herein called the "Buyer Documents") and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of the Buyer Documents by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer. The Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, Documents are valid and binding obligations agreements of Buyer enforceable against Buyer in accordance with their respective terms. Following Except as set forth in Schedule 3.3 of the Disclosure Schedule, no consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority, or any consent, authorization or approval of any third party, is necessary in order to enable Buyer to enter into and perform Buyer's Board obligations under the Buyer Documents, and not at the execution and delivery of Directors, the execution, delivery and performance by Buyer Documents nor the consummation of this Agreement and each such agreement, document and instrumentthe transactions contemplated thereby will: (a) does not and will not violate conflict with, require any consent under, result in the violation of, or constitute a breach of any provision of the Certificate Articles of Incorporation or byBy-laws Laws of the Buyer; (b) does not and will not violate conflict with, require any laws of consent under, result in the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approvalviolation of, consent or waiver constitute a breach of, or make any filing withaccelerate the performance required on the part of Buyer by the terms of, any person evidence of indebtedness or entity (governmental agreement to which the Buyer is a party, in each case with or otherwise) without notice for lapse of time or both, including any mortgage or deed of trust or other agreement creating a lien, charge or encumbrance to which has not been obtained any property of the Buyer is subject, or made; andpermit the termination of any such agreement by another person; (c) does not and will not result in a breach the creation of imposition of any security interest, lien, charge or other encumbrance upon, or restriction on the use of, any property or assets of the Buyer under any agreement or commitment to which the Buyer is bound; (d) accelerate, constitute a default under, accelerate any obligation underan event entitling, or give rise to a right which would, on notice or lapse of termination time or both, entitle the holder of any indentureindebtedness of the Buyer to accelerate the maturity of such indebtedness; (e) conflict with or result in the breach of or violation of any writ, loan or credit agreement, or any other agreement, mortgage, lease, permitjudgment, order, judgment injunction, decree or decree to which award of any court of governmental body or agency or arbitration tribunal that is binding on the Buyer; (f) constitute a violation by the Buyer is a party and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisany statute, law, or regulation of any jurisdiction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fisher Business Systems Inc)

Authority of Buyer. Buyer has full right, corporate power and authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other such agreement, document and instrument executed and delivered by Buyer Buyer, pursuant to this Agreement constitutewill, or when executed upon execution and delivered will constitutedelivery, constitute valid and binding obligations of Buyer enforceable in accordance with their terms, except as the enforceability hereof may be limited by the effect of applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors rights generally or by general principles of equity regardless of whether asserted in equity or law. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does do not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (bii) does do not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) Person which has not been obtained or mademade (provided, however, no representation is being made with respect to the HSR Act); and (ciii) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, agreement or any other agreement, agreement mortgage, lease, permit, order, judgment or decree to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and its parent and affiliated organizations on a consolidated basisis bound or affected.

Appears in 1 contract

Samples: Purchase Agreement (Dial Corp /New/)

Authority of Buyer. (a) Buyer has full right, the requisite limited liability company power and authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the "Buyer Ancillary Agreements"), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by all necessary action of Buyer and do not require any further authorization or consent of Buyer or its members. This Agreement is, and each other Buyer Ancillary Agreement when executed and delivered by Buyer and the other parties thereto will be, a legal, valid and binding agreement of Buyer enforceable in accordance with its respective terms, except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors' rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except as set forth in Schedule 4.2, none of the execution and delivery by Buyer of this Agreement and each such the other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of DirectorsAncillary Agreements, the execution, delivery and performance consummation by Buyer of this Agreement any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right result in the creation or imposition of termination any Encumbrance upon any assets of Buyer under, the organizational documents of Buyer, any indenture, loan or credit agreement, or any other agreementnote, mortgage, lease, permitguaranty or material agreement, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or any statute, other law or regulatory provision affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business Communications Act and financial condition the rules and regulations of Buyer and its parent and affiliated organizations on a consolidated basisthe FCC.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spanish Broadcasting System Inc)

Authority of Buyer. Buyer has full rightpower and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument to be executed and delivered by all of the Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyAncillary Agreements. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its stockholders. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Following Neither the approval execution and delivery of Buyer's Board this Agreement, any of Directorsthe Buyer Ancillary Agreements, the executionconsummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, delivery conditions and performance by Buyer of this Agreement and each such agreement, document and instrumentprovisions hereof or thereof will: (a) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing 5.2.1 conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate termination or cancellation or a loss of rights under (i) the Articles of Incorporation or bylaws of Buyer, (ii) any obligation undermaterial note, or give rise to a right of termination of any indentureinstrument, loan or credit agreement, or any other agreement, mortgage, lease, permitlicense, orderfranchise, judgment permit or decree other authorization, right, restriction or obligation to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound, (iii) any Court Order to which Buyer is a party or by which it is bound or (iv) any Legal Requirements affecting Buyer; or 5.2.2 require the business and financial condition approval, consent, authorization or act of, or the making by Buyer of Buyer and its parent and affiliated organizations on a consolidated basisany declaration, filing or registration with, any Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Colombia Goldfields LTD)

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Authority of Buyer. (a) Each of Buyer and Buyer Guarantor has or has received full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer and Buyer Guarantor pursuant to this Agreement (including, without limitation, the Distribution Agreement) and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Buyer Guarantor of this Agreement Agreement, and each such other agreement, document and instrument (including, without limitation, the Distribution Agreement) have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and Buyer Guarantor, respectively, and their respective shareholders, if required, and no other action on the part of Buyer or Buyer Guarantor or their respective shareholders is required in connection therewith. . (b) This Agreement Agreement, and each other agreement, document and instrument executed and delivered by Buyer and Buyer Guarantor pursuant to this Agreement (including, without limitation, the Distribution Agreement) constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer and Buyer Guarantor enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer and Buyer Guarantor of this Agreement and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate Memorandum of Incorporation Association of Buyer or bythe Articles of Organization and By-laws of BuyerBuyer Guarantor; (bii) does not and will not violate any laws of England and Wales, the United States or States, or, to the best of its knowledge, any nation, state or any other jurisdiction applicable to Buyer or Buyer Guarantor; (iii) does not require Buyer or Buyer Guarantor to obtain any approval, consent or waiver of, or make any filing withprior to or on the Closing Date or, solely as a result of the consummation of the transactions contemplated by this Agreement, following the Closing Date with any person or entity (governmental or otherwise) which that has not been obtained or made; and (civ) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer or Buyer Guarantor is a party and or by which is material to the business and financial condition property of Buyer and its parent and affiliated organizations on a consolidated basisor Buyer Guarantor is bound or affected.

Appears in 1 contract

Samples: Purchase Agreement (Harvard Bioscience Inc)

Authority of Buyer. (a) Buyer has full right, the requisite limited liability company power and authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements (including the TBA) and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action of Buyer and no other action on the part do not require any further authorization or consent of Buyer is required in connection therewithor its members. This Agreement is, and the TBA and each other agreement, document and instrument Buyer Ancillary Agreement when executed and delivered by Buyer pursuant to this Agreement constituteand the other parties thereto will be, or when executed and delivered will constitutea legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its respective terms. Following , except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the approval enforcement of Buyer's Board creditors’ rights generally and except as such enforceability is subject to general principles of Directorsequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except as set forth in Schedule 4.2, none of the execution, execution and delivery and performance by Buyer of this Agreement Agreement, the TBA and each such agreementthe other Buyer Ancillary Agreements, document the consummation by Buyer of any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right result in the creation or imposition of termination any Encumbrance upon any assets of Buyer under, the organizational documents of Buyer, any indenture, loan or credit agreement, or any other agreementnote, mortgage, lease, permitguaranty or material agreement, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or any statute, other law or regulatory provision affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisCommunications Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fisher Communications Inc)

Authority of Buyer. Buyer has full rightall corporate power and authority ------------------ to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument to be executed and delivered by all of the Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyAncillary Agreements. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer's board of directors and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its stockholders. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Following Neither the approval of Buyer's Board of Directors, the execution, execution and delivery and performance by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights, in each case which would have a Material Adverse Effect on Buyer, under (1) the Certificate of Incorporation or byBy-laws of Buyer; , (b2) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approvalmaterial note, consent or waiver ofinstrument, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permitlicense, orderfranchise, judgment permit or decree other authorization, right, restriction or obligation to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound, (3) any Court Order to which Buyer is a party or by which it is bound or (4) any Requirements of Laws affecting Buyer; or (ii) require the business and financial condition approval, consent, authorization or act of, or the making by Buyer of Buyer and its parent and affiliated organizations any declaration, filing or registration with, any Person, except for approvals, consents, authorizations or acts, the failure of which to be obtained or to do would not have a Material Adverse Effect on a consolidated basisBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Sports Inc)

Authority of Buyer. Buyer has and Parent have full right, corporate power and ------------------ authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer and Parent pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and Parent and no other action on the part of Buyer or Parent is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer and Parent pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, the valid and binding obligations obligation of Buyer and Parent enforceable in accordance with their its terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer and Parent of this Agreement and each such agreement, document and instrumentinstrument contemplated hereby: (ai) does do not and will not violate any provision of the Certificate certificate of Incorporation incorporation or by-laws of BuyerBuyer or Parent; (bii) does do not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or Parent or require Buyer or Parent to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (ciii) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award, whether written or oral, to which Buyer or Parent is a party and which is material to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisbound or affected.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boron Lepore & Associates Inc)

Authority of Buyer. Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer or its stockholders is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (bii) does not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Buyer's assets or its parent and affiliated organizations on a consolidated basiscapital stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monroe Inc)

Authority of Buyer. The Buyer has full right, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by the Buyer pursuant to or as contemplated by, this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by the Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of the Buyer and no other action on the part of the Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by the Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by the Buyer of this Agreement and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate Articles of Incorporation Organization or byBy-laws of the Buyer, each as amended to date; (bii) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to the Buyer or require the Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made, except as set forth on SCHEDULE 6.3 hereto; and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree to which the Buyer is a party and which is material to would prevent or hinder the business and financial condition consummation of Buyer and its parent and affiliated organizations on a consolidated basisthe transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boston Private Financial Holdings Inc)

Authority of Buyer. Buyer has full right, all necessary corporate power and authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar laws of general application affecting the rights and remedies of creditors and by general equity principles. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does not and will not violate any provision of the Certificate of Incorporation organization documents or by-laws bylaws of Buyer; (bii) does not and will not violate any laws of the United States applicable law, order, judgment, decree, rule or regulation of any state court or any other governmental body having jurisdiction applicable to over Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (ciii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of of, or permit any indenturethird party to exercise any additional rights under, any indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party and or by which the property of Buyer is bound or affected, except in each case (i), (ii) or (iii) which would not have a material to adverse effect on the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Photomatrix Inc/ Ca)

Authority of Buyer. Buyer has full rightthe requisite corporate, authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by Buyer of this Agreement Agreement, and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (ai) does do not and will not violate any provision of the Certificate of Incorporation or byBy-laws of Buyer; (bii) does do not and will not violate result in the violation of any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or made; and (ciii) does do not and will not result in a material breach of, constitute a material default under, require any consent under, accelerate any obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and its parent and affiliated organizations is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on a consolidated basisany of Buyer's assets or capital stock.

Appears in 1 contract

Samples: Merger Agreement (Primix)

Authority of Buyer. (a) Buyer has full right, the requisite corporate and limited liability company power and authority (as the case may be) to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements (including the TBA) and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the “Buyer Ancillary Agreements”), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action of Buyer and no other action on the part do not require any further authorization or consent of Buyer is required in connection therewithor its stockholders or members (as the case may be). This Agreement is, and the TBA and each other agreement, document and instrument Buyer Ancillary Agreement when executed and delivered by Buyer pursuant to this Agreement constituteand the other parties thereto will be, or when executed and delivered will constitutea legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its respective terms. Following , except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the approval enforcement of Buyer's Board creditors' rights generally and except as such enforceability is subject to general principles of Directorsequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Except as set forth in Schedule 4.2, none of the execution, execution and delivery and performance by Buyer of this Agreement Agreement, the TBA and each such agreement------------ the other Buyer Ancillary Agreements, document the consummation by Buyer of any of the transactions contemplated hereby or thereby or compliance by Buyer with or fulfillment by Buyer of the terms, conditions and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision of the Certificate of Incorporation or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing conflict with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default underor an event creating rights of acceleration, accelerate any obligation termination or cancellation or a loss of rights under, or give rise to a right result in the creation or imposition of termination any Encumbrance upon any assets of Buyer under, the certificate of incorporation or the certificate of formation, as applicable, or bylaws or operating agreement, as applicable, of Buyer, any indenture, loan or credit agreement, or any other agreementnote, mortgage, lease, permitguaranty or material agreement, or any judgment, order, judgment award or decree decree, to which Buyer is a party and or any of the assets of Buyer is subject or by which Buyer is material bound, or any statute, other law or regulatory provision affecting Buyer or its assets; or (ii) require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental or regulatory authority or body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisHSR Act or the Communications Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Operating Co)

Authority of Buyer. (a) Buyer has full right, the corporate power and authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document all of the other agreements and instrument instruments to be executed and delivered by Buyer pursuant hereto (collectively, the "Buyer Ancillary Agreements"), to this Agreement and to carry out consummate the transactions contemplated hereby and thereby. thereby and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action on behalf of Buyer's Board of Directors and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its stockholder(s). This Agreement is, and each other agreement, document and instrument Buyer Ancillary Agreement when executed and delivered by Buyer pursuant to this Agreement constituteand the other parties thereto, or when executed and delivered will constitutebe the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their terms. Following its respective terms except in each case as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the approval enforcement of Buyer's Board creditors' rights generally and except as such enforceability is subject to general principles of Directors, equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (c) Neither the execution, execution and delivery and performance of this Agreement or any Buyer Ancillary Agreement by Buyer or the consummation by Buyer of this Agreement any of the transactions contemplated hereby or thereby nor compliance by Buyer with or fulfillment by Buyer of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision Conflict with, result in a breach of the Certificate terms, conditions or provisions of, or constitute a default, an event of Incorporation default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, the charter or by-laws of Buyer; (b) does not and will not violate any laws of the United States or of any state Buyer or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, material agreement or any other agreement, mortgage, lease, permitjudgment, order, judgment award or decree to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound; or (ii) Require the approval, consent, authorization or act of, or the making by Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body, except for such of the foregoing as are necessary pursuant to the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisImprovements Act or the Communications Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gaylord Entertainment Co)

Authority of Buyer. Buyer has and Parent have full right, corporate power and ------------------ authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer and Parent pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer and Parent of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer and Parent and no other action on the part of Buyer or Parent is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer and Parent pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, the valid and binding obligations obligation of Buyer and Parent enforceable in accordance with their its terms. Following the approval of Buyer's Board of Directors, the The execution, delivery and performance by Buyer and Parent of this Agreement and each such agreement, document and instrumentinstrument contemplated hereby: (ai) does do not and will not violate any provision of the Certificate certificate of Incorporation incorporation or by-laws of BuyerBuyer or Parent; (bii) does do not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or Parent or require Buyer or Parent to obtain any approval, consent or waiver of, or make any filing withwith or give notice to, any person or entity (governmental or otherwise) which that has not been obtained obtained, made or madegiven; and (ciii) does do not and will not result in a breach of, constitute a default under, accelerate any obligation under, require a consent under or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, judgment writ, judgment, injunction, decree, determination or decree arbitration award, whether written or oral, to which Buyer or Parent is a party and which is material to bound or affected, or result in the business and financial condition or imposition of Buyer and its parent and affiliated organizations any Lien on a consolidated basisany of the Subject Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Boron Lepore & Associates Inc)

Authority of Buyer. Buyer has full right, the power and authority and power to ------------------ enter into this Agreement and each agreement, document and instrument to be executed and delivered by Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and or thereby. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument to which Buyer is a party have been, or as of the Closing shall have been, been duly authorized by all necessary corporate action of Buyer Buyer, and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable against Buyer in accordance with their terms. Following , subject to the approval effect of Buyer's Board any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of Directorsgeneral principles of equity, including, without limitation, the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. The execution, delivery and performance by Buyer of this Agreement and each such agreement, document and instrument: (a) does do not and will not violate any provision of the Certificate Buyer’s Articles of Incorporation or by-laws of BuyerBylaws, each as amended to date; (b) does do not and will not violate any laws of the United States States, or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) which that has not been obtained or mademade or otherwise expressly set forth in this Agreement, except where such violation, or failure to obtain such approval, consent or waiver, or to make such filing, would not have a Material Adverse Effect; and (c) does except as set forth on Schedule 5.3(c), do not and will not result in a breach of, constitute a default under, accelerate any obligation under, give Buyer or any other person the right to exercise any remedy under, or give rise to a right of termination termination, modification or cancellation of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree contract to which Buyer is a party and or by which is material to the business and financial condition property of Buyer and its parent and affiliated organizations is bound or affected, or result in the creation or imposition of any Encumbrance on any of Buyer’s assets, except where such breach, default, acceleration or exercise of right of termination would not have a consolidated basisMaterial Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verso Technologies Inc)

Authority of Buyer. Buyer is a corporation duly incorporated and organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has full right, corporate power and authority and power to ------------------ enter into this Agreement and each agreement, document and other agreement or instrument of Buyer expressly required by this Agreement to be executed and delivered by Buyer pursuant it (collectively, the "Buyer's Agreements"), to this Agreement and to carry out consummate the transactions contemplated hereby without the consent of or notice to any third party, other than consents and therebynotices obtained or given, and to comply with the terms, conditions and provisions hereof and thereof. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary All requisite corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant has been taken to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, authorize the execution, delivery and performance by the Buyer of this Agreement and the transactions contemplated herein and no other corporate proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by Buyer and is, and each such agreementof the Buyer's Agreements, document when executed and instrument: delivered by Buyer, will be, the legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its respective terms. Neither the execution and delivery of this Agreement and the Buyer's Agreements nor the consummation of the transactions contemplated by it will (ai) does not and will not violate conflict with or result in any provision violation of or constitute a default under any term of the Certificate of Incorporation Incorporation, or by-laws Bylaws of Buyer; , (bii) does not and will not violate any laws of the United States agreement, mortgage, debt instrument, indenture or of any state other instrument, judgment, decree, order, award, law or any other jurisdiction regulation applicable to Buyer or any of its respective assets or properties, or (iii) require Buyer to obtain any the consent, approval, consent permission or waiver ofother authorization of or by or filing or qualification with any court, arbitrator or make any filing withgovernmental, any person administrative or entity (governmental or otherwise) self-regulatory authority which has not been obtained which would adversely effect its ability to perform its agreements hereunder or made; and (civ) does not and will not result in a breach ofthe cancellation, constitute a default undermodification, accelerate any obligation under, revocation or give rise to a right of termination suspension of any indenturematerial license, loan certificate or credit agreement, permit or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party and which is material to authorization held by the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisBuyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Black Box Corp)

Authority of Buyer. Buyer has full rightpower and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument to be executed and delivered by all of the Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyAncillary Agreements. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer’s board of directors and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its stockholders. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Following Neither the approval of Buyer's Board of Directors, the execution, execution and delivery and performance by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (a) does not and will not violate any provision conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or byBy-laws of Buyer; , (b2) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approvalmaterial note, consent or waiver ofinstrument, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permitlicense, orderfranchise, judgment permit or decree other authorization, right, restriction or obligation to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound, (3) any Court Order to which Buyer is a party or by which it is bound or (4) any Requirements of Laws affecting Buyer; or (b) require the business and financial condition approval, consent, authorization or act of, or the making by Buyer of Buyer and its parent and affiliated organizations on a consolidated basisany declaration, filing or registration with, any Person.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Med Technologies Inc)

Authority of Buyer. Subject to approval of Buyer’s board of directors (or a duly authorized committee thereof), Buyer has full right, all requisite corporate power and authority to execute and power to ------------------ enter into deliver this Agreement and each agreement, document and instrument the other agreements required to be executed and delivered by Buyer pursuant to this Agreement hereunder (collectively, the “Buyer’s Documents”) and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance Following approval by Buyer Buyer’s board of this Agreement and each such other agreement, document and instrument have been, directors (or as of the Closing shall have been, a duly authorized by all necessary corporate action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreementcommittee thereof), document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, (a) the execution, delivery and performance of Buyer Documents by Buyer will be duly authorized by all necessary action on the part of this Agreement Buyer, and each such agreement(b) Buyer Documents will be valid and binding agreements of Buyer enforceable against Buyer in accordance with their respective terms. No consent, document authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority, or any consent, authorization or approval of any third party (other than Buyer’s board of directors or a duly authorized committee thereof), is necessary in order to enable Buyer to enter into and instrumentperform Buyer’s obligations under Buyer Documents, and neither the execution and delivery of Buyer Documents nor the consummation of the transactions contemplated thereby will: (a) does not and will not violate conflict with, require any consent under, result in the violation of, or constitute a breach of any provision of the Certificate certificate of Incorporation incorporation or by-laws bylaws of Buyer; (b) does not and will not violate conflict with, require any laws of consent under, result in the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approval, consent or waiver violation of, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in constitute a breach of, constitute a default underor accelerate the performance required on the part of Buyer by the terms of, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permit, order, judgment or decree contract to which Buyer is a party and which party, in each case, with or without notice or lapse of time or both; (c) conflict with or result in the breach of or violation of any writ, judgment, order, injunction, decree or award of any court of governmental body or agency or arbitration tribunal that is material to the business and financial condition binding on Buyer; or (d) constitute a violation by Buyer of Buyer and its parent and affiliated organizations on a consolidated basisany applicable statute, law, or regulation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transcend Services Inc)

Authority of Buyer. Buyer is a limited liability company organized, validly existing and in good standing under the laws of the State of New Jersey. Buyer has full right, corporate power and authority and power to ------------------ enter into this Agreement and each agreement, document and other agreement or instrument of Buyer expressly required by this Agreement to be executed and delivered by Buyer pursuant it (collectively, the “Buyer’s Agreements”), to this Agreement and to carry out consummate the transactions contemplated hereby without the consent of or notice to any third party, other than consents and therebynotices obtained or given, and to comply with the terms, conditions and provisions hereof and thereof. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument have been, or as of the Closing shall have been, duly authorized by all necessary corporate All requisite company action of Buyer and no other action on the part of Buyer is required in connection therewith. This Agreement and each other agreement, document and instrument executed and delivered by Buyer pursuant has been taken to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Buyer enforceable in accordance with their terms. Following the approval of Buyer's Board of Directors, authorize the execution, delivery and performance by the Buyer of this Agreement and the transactions contemplated herein and no other company proceedings on the part of the Buyer are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by Buyer and is, and each such agreementof the Buyer’s Agreements, document when executed and instrument: delivered by Buyer, will be, the legal, valid and binding agreement of Buyer, enforceable against Buyer in accordance with its respective terms. Neither the execution and delivery of this Agreement and the Buyer’s Agreements nor the consummation of the transactions contemplated by it will (ai) does not and will not violate conflict with or result in any provision violation of or constitute a default under any term of the Certificate of Incorporation Organization, or by-laws Bylaws of Buyer; , (bii) does not and will not violate any laws of the United States agreement, mortgage, debt instrument, indenture or of any state other instrument, judgment, decree, order, award, law or any other jurisdiction regulation applicable to Buyer or any of its respective assets or properties, or (iii) require Buyer to obtain any the consent, approval, consent permission or waiver ofother authorization of or by or filing or qualification with any court, arbitrator or make any filing withgovernmental, any person administrative or entity (governmental or otherwise) self-regulatory authority which has not been obtained which would adversely effect its ability to perform its agreements hereunder or made; and (civ) does not and will not result in a breach ofthe cancellation, constitute a default undermodification, accelerate any obligation under, revocation or give rise to a right of termination suspension of any indenturematerial license, loan certificate or credit agreement, permit or any other agreement, mortgage, lease, permit, order, judgment or decree to which Buyer is a party and which is material to authorization held by the business and financial condition of Buyer and its parent and affiliated organizations on a consolidated basisBuyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chartwell International, Inc.)

Authority of Buyer. Buyer has full rightpower and authority to execute, authority deliver and power to ------------------ enter into perform this Agreement and each agreement, document and instrument to be executed and delivered by all of the Buyer pursuant to this Agreement and to carry out the transactions contemplated hereby and therebyAncillary Agreements. The execution, delivery and performance by Buyer of this Agreement and each such other agreement, document and instrument the Buyer Ancillary Agreements by Buyer have been, or as of the Closing shall have been, been duly authorized and approved by all necessary corporate action Buyer's Board of Directors and do not require any further authorization or consent of Buyer and no other action on the part of Buyer is required in connection therewithor its stockholder. This Agreement and each other agreementhas been duly authorized, document and instrument executed and delivered by Buyer pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations agreement of Buyer enforceable in accordance with their its terms, and each of the Buyer Ancillary Agreements has been duly authorized by Buyer and upon execution and delivery by Buyer will be a legal, valid and binding obligation of Buyer enforceable in accordance with its terms. Following Neither the approval of Buyer's Board of Directors, the execution, execution and delivery and performance by Buyer of this Agreement or any of the Buyer Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and each such agreement, document and instrumentprovisions hereof or thereof will: (ai) does not and will not violate any provision conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under (1) the Certificate of Incorporation or byBy-laws of Buyer; , (b2) does not and will not violate any laws of the United States or of any state or any other jurisdiction applicable to Buyer or require Buyer to obtain any approvalmaterial note, consent or waiver ofinstrument, or make any filing with, any person or entity (governmental or otherwise) which has not been obtained or made; and (c) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other agreement, mortgage, lease, permitlicense, orderfranchise, judgment permit or decree other authorization, right, restriction or obligation to which Buyer is a party and or any of its properties is subject or by which Buyer is material bound, (3) any Court Order to which Buyer is a party or by which it is bound or (4) any Requirements of Laws affecting Buyer; or (ii) require the business and financial condition approval, consent, authorization or act of, or the making by Buyer of Buyer and its parent and affiliated organizations on a consolidated basisany declaration, filing or registration with, any Person, except as provided under the HSR Act.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/)

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