Authority of Seller; Consents Sample Clauses

Authority of Seller; Consents. The execution, delivery and consummation of this Agreement by Seller has been duly authorized by the Board of Directors and the shareholder of Seller, and no further corporate action is necessary on the part of Seller or its shareholder 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 is not prohibited or restricted by any law, court order, charter document or contract.
Sample 1
AutoNDA by SimpleDocs
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.
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. 4.3.1 Seller has full right, power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to carry out the Transaction; and subject to the approval of the sale of the Assets contemplated by this Agreement by the shareholders of Seller in accordance with applicable laws, Seller has taken all requisite corporate or other action to authorize the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party.
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 Sellers Each Seller and Parent have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, 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 such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, 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 of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, 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).

  • Authority of Seller Seller has full corporate power and authority to enter into this Agreement and the Ancillary 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 Ancillary 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. When each Ancillary 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 Ancillary Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

  • 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.

  • Government Approvals and Required Consents The Company, the Stockholders, NewCo and APP shall have obtained all licenses, permits and all necessary government and other third-party approvals and consents required under any law, statements, rule, regulation or ordinance to consummate the transactions contemplated by this Agreement.

  • 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:

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.