AUTHORITY OF SELLER; CONSENTS Sample Clauses

AUTHORITY OF SELLER; CONSENTS. (a) Seller and the Shareholders have full power and authority to execute and deliver this Agreement and the Closing Documents and to carry out the Transaction and Seller and the Shareholders have taken all requisite corporate, partnership, or other action to authorize the execution, delivery and performance of the Closing Documents. (b) This Agreement and the Closing Documents are valid and binding agreements of Seller and the Shareholders enforceable in accordance with their terms. (c) Except for any necessary consents to the Material Assumed Contracts, 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 other third party is required to enable Seller to enter into and perform its obligations under this Agreement and the Closing Documents, and neither the execution and delivery of this Agreement and the Closing Documents nor the consummation of the Transaction by Seller or the Shareholders will: (1) Be in violation of its respective Articles of Incorporation, Bylaws or any other organizational document, or constitute a breach of any evidence of indebtedness or agreement to which they are a party; (2) Cause a default under any mortgage or deed of trust or other lien, charge or encumbrance to which any of the Seller Assets is subject or under any contract to which they are a party, or permit the termination of any such contract by another person; (3) Result in the creation or imposition of any Security Interest upon any of the Seller Assets under any agreement or commitment to which they or the Seller Assets are bound; (4) Conflict with or result in the breach of any writ, injunction or decree of any court or governmental instrumentality; (5) Violate any statute, law or regulation of any jurisdiction as such statute, law or regulation related to the Seller Assets; or (6) Violate or cause any revocation of, or limitation on, any Permit.
Sample 1See All (5)
AutoNDA by SimpleDocs
AUTHORITY OF SELLER; CONSENTS. The execution, delivery and consummation of this Agreement and the transactions contemplated hereby by Seller have been duly authorized by Seller in accordance with all applicable laws. No further action will be necessary on the part of Seller to make this Agreement valid and binding upon Seller and enforceable against Seller in accordance with its terms. No approval or consent of any person, firm or governmental agency, division or office is required to be obtained by Seller for the authorization of this Agreement or the consummation of the transactions contemplated by this Agreement.
Sample 1
AUTHORITY OF SELLER; CONSENTS. The execution, delivery and consummation of this Agreement by Seller has been duly authorized by the Board of Directors of Seller in accordance with all applicable laws and the Articles of Incorporation and By-Laws of Seller, and at the Closing Date no further action will be necessary on the part of Seller to make this Agreement valid and binding on Seller and enforceable against Seller in accordance with its terms. The execution, delivery and consummation of this Agreement by Seller: (i) is not contrary to Seller's Articles of Incorporation and By-Laws; (ii) does not now and will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any indenture, mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement or any other restriction to which Seller is a party or to which Seller or any of the Subject Assets are subject or bound; (iii) will not result in the creation of any encumbrance or other charge upon any of the Subject Assets; and (iv) will not result in any acceleration or termination of any loan or security interest agreement to which Seller is a party or to which Seller or any of the Subject Assets are subject or bound. Except as may be listed on Schedule 3.2, no approval or consent of any person, firm or other entity or governmental body is or was required to be obtained by Seller for the authorization of this Agreement or the consummation by Seller of the transactions contemplated by this Agreement. Seller and Purchaser agree that if any required consents listed on Schedule 3.2 relating to any of the Assumed Contracts are not obtained, Seller will not assign such Assumed Contract (unless and until such consent is obtained), but will sub-contract with Purchaser to provide the services and/or products required under such Assumed Contract under the same terms and conditions, including price, of such Assumed Contract and will deliver to Purchaser all funds received relating to the performance of such Assumed Contract, it being the intention of the parties that Purchaser perform all the obligations and receive all the benefits under such Assumed Contract to the same extent as if assigned to Purchaser.
Sample 1
AUTHORITY OF SELLER; CONSENTS. The execution, delivery and consummation of this Agreement and the transactions contemplated hereby by Seller has been duly authorized by its Board of Directors in accordance with all applicable laws and the Certificate of Incorporation and Bylaws of Seller, and no further corporate action will be necessary on the part of Seller to make this Agreement valid and binding upon Seller and enforceable against Seller in accordance with its terms. No approval or consent of any person, shareholder(s), firm or governmental agency, division or office is required to be obtained by Seller for the authorization of this Agreement or the consummation of the transactions contemplated by this Agreement (except with respect to the assignment of Contracts to Purchaser by Seller set forth in Section 1.1(f)).
Sample 1
AUTHORITY OF SELLER; CONSENTS. The execution, delivery and consummation of this Agreement by Seller has been duly authorized in accordance with all applicable laws and the Articles of Incorporation and Bylaws of the Seller, and as of the Closing Date no further corporate action will be necessary on the part of the Seller or the Board of Directors or shareholders of Seller to make this Agreement valid and binding on Seller and enforceable against Seller in accordance with its terms (subject to bankruptcy, insolvency, reorganization and other similar laws affecting creditors' fights generally and to genera/principles of equity). The execution, delivery and consummation of this Agreement by Seller (i) does not violate the Articles of Incorporation or Bylaws of Seller, (ii) does not now and will not, with the passage of time, the giving of notice or otherwise, result in a violation or breach of, or constitute a default under, any term or provision of any mortgage, deed of trust, lease, instrument, order, judgment, decree, rule, regulation, law, contract, agreement or any other restriction to which Seller is a party or to which the Seller or any of its respective assets are subject or bound, (iii) will not result in the creation of any Lien upon any of the Subject Assets, and (iv) will not result in any acceleration or termination of any loan or security interest agreement to which Seller is a party or to which Seller or any of its respective assets are subject or bound. No approval or consent of any person, firm or other entity or governmental body is or was required to be obtained by Seller for the authorization of this Agreement or the consummation by Seller of the transactions contemplated in this Agreement.
Sample 1

Related to AUTHORITY OF SELLER; CONSENTS

  • Authority of Seller Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Governmental Consents and Filings No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.

  • Required Consents; Authority All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and the Power of Attorney (the “Power of Attorney”) and the Custody Agreement (the “Custody Agreement”) hereinafter referred to, and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder; this Agreement, the Power of Attorney and the Custody Agreement have each been duly authorized, executed and delivered by such Selling Stockholder.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: (A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments if such assignment is to a Person that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund; and (C) the consent of each LC Issuing Bank and Swingline Lender shall be required for any assignment.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental Authorizations; Private Authorizations; Governmental Filings The Borrower has obtained, maintained and kept in full force and effect all Governmental Authorizations and Private Authorizations which are necessary for it to properly carry out its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and made all material Governmental Filings necessary for the execution and delivery by it of the Facility Documents to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement and the performance by the Borrower of its obligations under this Agreement, the other Facility Documents, and no material Governmental Authorization, Private Authorization or Governmental Filing which has not been obtained or made, is required to be obtained or made by it in connection with the execution and delivery by it of any Facility Document to which it is a party, the Borrowings by the Borrower under this Agreement, the pledge of the Collateral by the Borrower under this Agreement or the performance of its obligations under this Agreement and the other Facility Documents to which it is a party.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!