Authority of Seller. Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with: (a) any provision of the Articles of Incorporation or Bylaws of Seller; (b) any Applicable Law to which Seller or the Purchased Assets may be subject; or (c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Assets.
Appears in 1 contract
Authority of Seller. Seller has full right, authority and power to enter into this Agreement, the Non-Competition This Agreement and each Ancillary of the other agreements, documents and instruments required to be executed by Seller pursuant to this Agreement will constitute, when delivered, the valid and binding obligations of Seller and shall be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights and to carry out the transactions contemplated hereby and therebyapplication of equitable principles. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller each such other agreement, document and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements instrument have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance by Seller of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller such other agreement, document and instrument, except as specifically identified on SCHEDULE 4.2, does not and will not with the passage of time or the giving of notice or both:
(a) result in a breach of or constitute a default by the Seller or result in any right of termination or other effect adverse to the Seller under any indenture or loan or credit agreement of the Seller, or any other agreement, lease or instrument to which the Seller is a party or by which the Acquired Assets are bound or affected;
(b) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance or claim of any nature whatsoever on the Acquired Assets;
(c) result in a violation of or default under any law, rule, or regulation, or any order, writ, judgment, injunction, decree, determination or award, now in effect to which Seller is a party or by which Seller or the Acquired Assets are bound;
(d) violate any provisions of the Purchased AssetsArticles of Organization, or equivalent, or Bylaws of the Seller, as amended;
(e) require any approval, consent or waiver of, or filing with, any person; or
(f) contravene any applicable law or regulation, except that Seller makes no representation or warranty with respect to antitrust laws.
Appears in 1 contract
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforce ability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 USC 1818(b)(6)(D). Except as set forth on Schedule 4.1in Seller’s Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Bank Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller’s Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or
or (c) violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Bank Merger and the transactions contemplated hereby, except (i) the Non-Competition approval of this Agreement and the transactions contemplated hereby by the shareholders of each Seller; (ii) such approvals or notices as may be required by the FRB and the OCC; (iii) the declaring effective of the Ancillary Agreements S-4 by Seller does not the SEC and will not result the approvals of all necessary blue sky administrators; and (iv) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller’s Disclosure Letter.
Appears in 1 contract
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly authorized and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). Except as set forth on Schedule 4.1in Seller’s Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller’s Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or
or (c) violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such approvals or notices as may be required by the FRB, the Non-Competition Agreement Commissioner and of each the FDIC; (iii) the declaring effective of the Ancillary Agreements S-4 by Seller does not the SEC and will not result the approvals of all necessary blue sky administrators; and (iv) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller’s Disclosure Letter.
Appears in 1 contract
Authority of Seller. (a) Seller has full rightpower and authority to execute, authority deliver and power to enter into perform this Agreement, the Non-Competition Agreement and each all of the Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller’s board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.
(b) Except as set forth in Schedule 5.2, neither the execution and delivery of this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation hereby or thereby nor compliance with or fulfillment of the transactions contemplated by this Agreementterms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and will not provisions hereof or thereof will:
(i) conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on Encumbrance upon any of the Purchased AssetsEquipment, under (A) the certificate of incorporation or by-laws of Seller, (B) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or any of the Equipment is subject or by which Seller is bound, (C) any Court Order to which Seller is a party or any of the Equipment is subject or by which Seller is bound, or (D) any Requirements of Laws affecting Seller, the Equipment or the conduct of the operations of the Division; or
(ii) require the approval, consent, authorization or act of, or the making by Seller of any declaration, filing or registration with, any Person.
Appears in 1 contract
Authority of Seller. Seller has the full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to this Agreement (the "Seller Documents") and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and Seller Documents have been duly authorized by all necessary action of Seller and no other action on the part of Seller is required in connection therewith. This Agreement and Seller Documents executed and delivered by Seller pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights. The execution, delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller Documents and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do hereby or thereby:
(a) Does not and will not conflict withviolate any laws of the United States, result in a default or any state or other jurisdiction applicable to Seller or require Seller to obtain any approval, consent or waiver of, constitute a breach or default under, or create in make any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person or entity (governmental or otherwise) that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Sellermade;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does 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, contract instrument mortgage, lien, lease, permit authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Seller is a party or by which any of the property of Seller is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance Lien on any of the Purchased Subject Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fortune Diversified Industries Inc)
Authority of Seller. (a) Seller has full rightpower and authority to execute, authority deliver and power to enter into perform this Agreement, the Non-Competition Agreement and each all of Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller’s board of directors and do not require any further authorization or consent of Seller or its shareholder. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.
(b) Neither the execution and delivery of this Agreement or any of Seller Ancillary Agreements or the consummation of any of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation hereby or thereby nor compliance with or fulfilment of the transactions contemplated by this Agreementterms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and provisions hereof or thereof will not conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on Encumbrance upon any of the Purchased Assets, under (i) the memorandum of association or articles of association of Seller, (ii) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party relating to any of the Purchased Assets, (iii) any Court Order to which Seller is Table of Contents a party or any of the Purchased Assets is subject or by which Seller is bound, or (iv) any Requirements of Laws affecting Seller or the Purchased Assets.
Appears in 1 contract
Authority of Seller. Seller has the full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary agreement, document and instrument to be executed and delivered by or on behalf of Seller pursuant to this Agreement (the "Seller Documents") and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and Seller Documents have been duly authorized by all necessary action of Seller and its members or other persons with any interests therein and no other action on the part of Seller is required in connection therewith. This Agreement and Seller Documents executed and delivered by Seller pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Seller enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights. The execution, delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller Documents and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do hereby or thereby:
(a) Does not and will not conflict withviolate any provision of the organizational documents or operating agreement of Seller, result in a default each case as amended to date;
(b) Does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Seller or (subject to the provisions of Sections 1.6 and 7.2(a)(iv)) require Seller to obtain any approval, consent or waiver of, constitute a breach or default under, or create in make any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person or entity (governmental or otherwise) that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Sellermade;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any Subject to the provisions of the Purchased Assets. The executionSections 1.6, delivery 7.2(a)(iv) and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does 7.2(a)(v)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, contract instrument mortgage, lien, lease, permit authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Seller is a party or by which any of the property of Seller is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance Lien (except for Assumed Liabilities) on any of the Purchased Subject Assets. The officers or agents of Seller who execute this Agreement and Seller Documents contemplated hereby on behalf of Seller have and shall have all requisite power to do so in the name of and on behalf of Seller. The representations and warranties of Seller in this Section 2.2 are subject to the execution and delivery of releases of the Comerica Lien and the Thimlar Lien as described in Sectiox 0.0(x)(xx), and to the provisions regarding Assumed Contracts described in Section 1.6.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fortune Diversified Industries Inc)
Authority of Seller. Seller has and Gxxxxx have the full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary agreement, document and instrument to be executed and delivered by or on behalf of Seller or Gxxxxx pursuant to this Agreement (the "Seller Documents") and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and Seller Documents have been duly authorized by all necessary action of Seller and no other action on the part of Seller is required in connection therewith. This Agreement and Seller Documents executed and delivered by Seller and Gxxxxx pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of Seller and Gxxxxx enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors' rights. The execution, delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller Documents and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach hereby or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection withthereby:
(a) Does not and will not violate any provision of the Articles of Incorporation or Bylaws of Seller, in each case as amended to date;
(b) Does not and will not violate any Applicable Law laws of the United States, or any state or other jurisdiction applicable to which Seller or the Purchased Assets may be subject; orrequire Seller to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made;
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does 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, contract instrument mortgage, lien, lease, permit authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Seller is a party or by which any of the property of Seller is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance Lien (except for Assumed Liabilities) on any of the Purchased Subject Assets. The officers or agents of Seller who execute this Agreement and Seller Documents contemplated hereby on behalf of Seller have and shall have all requisite power to do so in the name of and on behalf of Seller.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fortune Diversified Industries Inc)
Authority of Seller. (a) Seller has full rightpower and authority to execute, authority deliver and power to enter into perform this Agreement, the Non-Competition Agreement and each all of Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller’s board of directors and do not require any further authorization or consent of Seller or its shareholder. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.
(b) Neither the execution and delivery of this Agreement or any of Seller Ancillary Agreements or the consummation of any of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation hereby or thereby nor compliance with or fulfilment of the transactions contemplated by this Agreementterms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and provisions hereof or thereof will not conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on Encumbrance upon any of the Purchased Assets, under (i) the memorandum of association or articles of association of Seller, (ii) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party relating to any of the Purchased Assets, (iii) any Court Order to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, or (iv) any Requirements of Laws affecting Seller or the Purchased Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Lsi Corp)
Authority of Seller. Seller has full right, authority and power to enter into this Agreement, the Non-Competition This Agreement and each Ancillary of the other agreements, documents and instruments required to be executed by Seller pursuant to this Agreement will constitute, when delivered, the valid and binding obligations of Seller and shall be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights and to carry out the transactions contemplated hereby and therebyapplication of equitable principles. The Subject to obtaining the Required Stockholder Vote, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller each such other agreement, document and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements instrument have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance by Seller of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller such other agreement, document and instrument, except as specifically identified on Schedule 4.2, does not and will not with the passage of time or the giving of notice or both:
(a) result in a breach of or constitute a default by the Seller or result in any right of termination or other effect adverse to the Seller under any indenture or loan or credit agreement of the Seller, or any other agreement, lease or instrument to which the Seller is a party or by which the Acquired Assets are bound or affected;
(b) result in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance or claim of any nature whatsoever on the Acquired Assets;
(c) result in a violation of or default under any order, writ, judgment, injunction, decree, determination or award, now in effect to which Seller is a party or by which Seller or the Acquired Assets are bound;
(d) violate any provisions of the Purchased AssetsCertificate of Incorporation, Bylaws or equivalent constitutional documents of the Seller, each as may be amended; or
(e) require any approval, consent or waiver of, or filing with, any person except for obtaining the Required Stockholder Vote.
Appears in 1 contract
Samples: Asset Purchase Agreement (Inksure Technologies Inc.)
Authority of Seller. Seller has full right, authority and corporate power to enter into this Agreement, the Non-Competition Agreement and each Ancillary agreement, document and instrument to be executed and delivered by Seller pursuant to this Agreement and to carry out the transactions contemplated hereby and or thereby. The execution, delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by each such other agreement, document and instrument to which Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements is a party have been duly authorized by all necessary corporate action of Seller and no other action on the part of SellerSeller is required in connection therewith. Except as set forth on Schedule 4.1This Agreement and each agreement, document and instrument executed and delivered by Seller pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general 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 Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller each such agreement, document and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do instrument:
(a) does not and will not conflict withviolate any provision of the Seller Organizational Documents;
(b) does not and will not violate any laws of the United States, result in a default or any state or other jurisdiction applicable to Seller or require Seller to obtain any approval, consent or waiver of, constitute a breach or default under, or create in make any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person or entity (governmental or otherwise) that has not been obtained or made under or otherwise expressly set forth in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subjectthis Agreement; orand
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller 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 or loan or credit agreement or any other Contract, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Seller is a party or by which the property of Seller 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 Purchased Assets.Seller's assets or shares of capital
Appears in 1 contract
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforce ability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 U.S.C. Section 1818(b)(6)(D). Except as set forth on Schedule 4.1in Seller’s Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Bank Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller’s Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or
or (c) violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Bank Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such approvals or notices as may be required by the FRB, the Non-Competition Agreement Commissioner and of each the FDIC; (iii) the declaring effective of the Ancillary Agreements S-4 by Seller does not the SEC and will not result the approvals of all necessary blue sky administrators; and (iv) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller’s Disclosure Letter.
Appears in 1 contract
Authority of Seller. Seller is a corporation duly organized, validly -------------------- existing and in good standing under the laws of Delaware. Seller has full right, all requisite corporate power and authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and therebyherein. The execution, execution and delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller has been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by (a) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors' rights generally, or (b) legal and equitable limitations on the availability of specific remedies. The execution and delivery of this Agreement by Seller does not, and the consummation of the transactions contemplated by this Agreementhereby and performance of the obligations hereunder, assuming the Nonreceipt of the consents, approvals and waivers listed on Schedule 3.1, will not: ------------ (i) violate or conflict with any term, condition or provision of (A) the charter, by-Competition Agreement and laws or analogous organizational documents of Seller or any entity that will be making any sale, transfer or assignment hereunder, or (B) any applicable Law or contract binding on Seller or Material Contract, which violation could reasonably be expected to have a Material Adverse Effect; or (ii) result in the Ancillary Agreements have been duly authorized by all necessary corporate action on creation of any Lien upon any of the part Shares or the Domestic Assets or any property of Sellerany of the Subsidiaries. Except as set forth on Schedule 4.13.1, the execution, delivery and performance failure of any Person claiming through Seller to authorize or ------------ approve this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of or the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and hereby will not conflict with, result in a default of, constitute a breach or default under, or create in give any party Person the right to accelerateenjoin, terminate, modify, rescind or cancel, otherwise prevent or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of impede the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and sale of each of and every asset and share constituting the Ancillary Agreements by Seller does not Domestic Assets and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsShares.
Appears in 1 contract
Samples: Purchase and Sale Agreement (United States Filter Corp)
Authority of Seller. Seller has full right, the corporate power and authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this AgreementSubject to Section 7.3 hereof, the Non-Competition Agreement execution and the Ancillary Agreements by Seller delivery hereof, and the consummation of the transactions contemplated by this Agreementhereby, the Non-Competition Agreement and the Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1This Agreement has been duly and validly executed and delivered by Seller and is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. Neither the execution, delivery and performance of this Agreementhereof, the Non-Competition Agreement and the Ancillary Agreements by Seller and nor the consummation of the transactions contemplated hereby, nor compliance with any of the provisions hereof by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not Seller will: (i) conflict with, with or result in a default of, constitute breach of or violation under Seller's Articles 7 of Incorporation or By-Laws and/or any agreement governing the organization or operation of Seller; (ii) conflict with or result in a breach of or default under, or create in any party violation under the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Company's Articles of Incorporation or Bylaws By-Laws and/or any agreement governing the organization or operation of Seller;
the Company; (biii) result in any Applicable Law conflict with, breach of, or default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture or warrant or any franchise, license, permit, agreement or other instrument or obligation to which Seller and/or the Company is a party or by which Seller, the Purchased Assets may be subject; or
(c) Company and/or any of the Purchased Assets. The executionproperties or assets of Seller and/or the Company may be bound; (iv) violate any order, delivery and performance of this Agreementwrit, injunction, judgment, decree, law, statute, rule or regulation applicable to Seller, the Non-Competition Agreement and of each Company and/or any of the Ancillary Agreements properties or assets of Seller and/or the Company; (v) require any consent, approval, authorization, license, permit, registration, filing, recording or waiver under any applicable law, rule or regulation, under any order, writ, judgment, injunction, decree, determination or award which affects or binds Seller, the Company and/or any of the assets of Seller and/or the Company, or under any governmental or judicial license, franchise, permit or approval held by the Company or which binds or affects the Company or its assets provided, that, Seller does not makes no representation as to any consents, approvals or authorizations of the United States Food and will not Drug Administration (the "FDA") that may be required for the Purchaser to continue to operate the business of the Company from and after the Closing Date in the manner presently being conducted; (vi) require any consent, approval, authorization or waiver under any note, bond, mortgage, indenture, warrant, agreement or other instrument or obligation to which Seller and/or the Company is a party or by which Seller, the Company and/or any of the properties or assets of Seller and/or the Company may be bound; or (vii) arising result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge claim or encumbrance on upon any of the Purchased Assetsassets of the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hycor Biomedical Inc /De/)
Authority of Seller. (a) Seller has full rightpower and authority to execute, authority deliver and, subject to the entry of the Sale Order, perform its obligations under, and power to enter into consummate the transactions contemplated by, this Agreement, the Non-Competition Agreement and each of the Ancillary Agreement and to carry out the transactions contemplated hereby and therebyDocuments. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements Documents by Seller Seller, and the consummation of the transactions contemplated by this Agreementhereby and thereby, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized and approved by all necessary corporate required action on the part of Seller, including by Seller’s board of directors and, subject to the entry of the Sale Order, does not require any authorization or consent of Seller’s shareholders or members that has not been obtained. Except as set forth on Schedule 4.1This Agreement has been duly authorized, executed and delivered by Seller and, subject to the executionentry of the Sale Order, delivery is the legal, valid and performance binding obligation of this AgreementSeller enforceable in accordance with its terms, the Non-Competition Agreement and the Ancillary Agreements Documents have been duly authorized by Seller and upon execution and delivery by Seller and subject to the entry of the Sale Order, will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.
(b) Subject to receipt of the Third Party Consents, and after giving effect to the Sale Order, none of the execution and delivery of this Agreement or the Ancillary Documents by Seller, the consummation by Seller of any of the transactions contemplated hereby or thereby, or compliance with or fulfillment of the terms, conditions and provisions hereof or thereof by this AgreementSeller, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default or default underan event of default, or create in permit the acceleration of any party the right to accelerate, terminate, modifyLiability or obligation or loss of a material benefit, or cancelresult in the creation of any Encumbrance on any of the assets or properties of the Business (in each case with or without notice or lapse of time or both), under (i) any charter (or similar governing instrument) or by-laws (or similar governing document) of Seller, (ii) any Permits, (iii) any Order to which Seller is bound or any Purchased Asset is subject, (iv) any Legal Requirement affecting Seller or the Purchased Assets, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(av) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law Contract to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation Assets is a party or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Assetsotherwise bound.
Appears in 1 contract
Samples: Asset Purchase Agreement (International Fight League, Inc.)
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Except as set forth on Schedule 4.1in Seller’s Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller’s Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or
or (c) assuming that the Consents referred to in the following sentence are duly obtained, violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such Consents as may be required by Governmental Entities including, without limitation, the Non-Competition Agreement and of each effectiveness of the Ancillary Agreements by Seller does not S-4 and will not result any Blue Sky permits and approvals; and (iii) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller’s Disclosure Letter.
Appears in 1 contract
Authority of Seller. Seller has full right, power and authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this AgreementAgreement and each such other agreement, document and instrument have been duly authorized by all necessary action of Seller, and no other action on the part of Seller is required in connection therewith. This Agreement and each agreement, document and instrument to be executed and delivered by Seller pursuant to or as contemplated by this Agreement constitute, or will when executed and delivered by Seller constitute, valid and binding obligations of Seller, enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief and other equitable remedies. The execution, delivery and performance by Seller of this Agreement and each such other agreement, document and instrument:
(a) do not and will not violate any provision of the charter or by-laws of Seller;
(b) do not and will not violate any laws of the United States or any state or other jurisdiction applicable to Seller or, except as set forth in Schedule 1.1(a)(i), require Seller to obtain any approval, consent or waiver of, or to make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and
(c) except for the Laundry Leases and the Facility Leases and except as could not reasonably be expected to result in a material adverse affect on the Subject Assets, the Non-Competition Agreement and Business or the Ancillary Agreements by Seller and ability of the consummation of parties to consummate the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default breach of, constitute a breach or default under, or create in accelerate any party the right to accelerateobligation under, terminaterequire a consent under, modifycause a termination under, or cancelgive rise to a right of termination of any indenture or loan or credit agreement or any other material agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or require any notice arbitration award, whether written or consent tooral, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller is a party or by which the Subject Assets or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The executionBusiness is bound or affected, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not or result in the creation or imposition of any mortgage, pledge, lien, security interest Lien on the Business or other charge or encumbrance on any of the Purchased Subject Assets.
Appears in 1 contract
Authority of Seller. Seller has full rightpower and authority to execute, authority deliver and power to enter into perform this Agreement, the Non-Competition Agreement and each all of the Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized and approved by all necessary corporate action on Seller's board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and is the part legal, valid and binding obligation of SellerSeller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms. Except as set forth on Schedule 4.1in SCHEDULE 5.16, neither the execution, execution and delivery and performance of this Agreement, Agreement or any of the Non-Competition Agreement and the Seller Ancillary Agreements by Seller and or the consummation of any of the transactions contemplated by this Agreementhereby or thereby nor compliance with or fulfillment of the terms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and provisions hereof or thereof will not conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on Encumbrance upon any of the Purchased Assets, under (1) the charter or By-laws of Seller, (2) any Seller Agreement, (3) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, (4) any Court Order to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, or (5) to the actual knowledge of Seller, any Requirements of Laws affecting Seller or the Purchased Assets.
Appears in 1 contract
Authority of Seller. Seller has full right, authority and power to enter into this Agreement, the Non-Competition This Agreement and each Ancillary of the agreements and other documents and instruments delivered or to be delivered to Buyer pursuant to, or as contemplated in this Agreement will constitute, when so delivered, the valid and binding obligations of Seller and shall be enforceable in accordance with their respective terms except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor's rights generally and except as to the availability of equitable remedies. Upon approval of this Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller's Board of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1Directors, the execution, delivery and performance of this Agreement, Agreement and each of the Non-Competition agreements and other documents and instruments delivered or to be delivered to Buyer by Seller will have been duly authorized by all necessary action of Seller and will be within Seller's corporate powers. Upon approval of this Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby by this AgreementSeller's Board of Directors, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this AgreementAgreement or any other agreement, document or instrument by Seller will not, with the Non-Competition Agreement and passage of each time, or the giving of notice, or both: (a) result in a breach of, or constitute a default, or result in any right of termination, or other effect adverse to Seller or the Acquired Assets, under any indenture or loan or credit agreement of Seller, or any other agreement, lease or instrument to which Seller is a party or by which any of the Ancillary Agreements by Seller does not and will not Acquired Assets is bound or affected; (b) result in in, or require, the creation or imposition of any mortgage, deed of trust, pledge, lien, security interest or other charge or encumbrance or claim of any nature whatsoever on the Acquired Assets; (c) result in a violation of, or default under any law, rule, or regulation, or any order, writ, judgment, injunction, decree, determination or award now in effect having applicability to Seller or to the Acquired Assets; (d) violate any provisions of the Purchased Assets.Certificate of Incorporation or By-Laws of Seller; or (e) require any approval, consent or waiver of, or filing with, any person or entity, private or governmental other than the persons listed on Schedule 5.2(e) hereto. 5.3
Appears in 1 contract
Authority of Seller. Seller has full right, corporate power and authority and power to enter into this Agreement (and all other documents and agreements entered into by Seller in accordance, or in connection, with this Agreement), to consummate these transactions and to comply with the terms, conditions and provisions hereof and thereof. This Agreement has been duly authorized, executed and delivered by Seller and is, and each other agreement or instrument of Seller contemplated by this Agreement will be, the Non-Competition Agreement legal, valid and each Ancillary Agreement binding agreement of Seller, enforceable against Seller in accordance with its terms except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors rights generally and to carry out the transactions contemplated hereby and therebyby general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements other agreements of Seller contemplated by this Agreement have been duly authorized and approved by the Board of Directors of Seller and do not require any further authorization, including but not limited to any shareholder authorization, or the consent of or notice to any third party, except for the consent of Finova Capital Corporation (which shall be obtained prior to Closing) and FCC approval of the assignment of the Seller's paging licenses and a Final order to that effect (which shall be obtained post-Closing, at which time money in the escrow will be delivered to Seller). Neither the execution and delivery of this Agreement or any other agreements in connection with this Agreement, nor the consummation of the transactions contemplated by this Agreementreferred to herein or therein, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, with or result in any violation of or constitute a default ofunder any term of any agreement, constitute a breach or default undermortgage, debt instrument, indenture, or create in any party the right to accelerateother instrument, terminatejudgment, modifydecree, order, award, law or regulation by which Seller is bound, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other interest, charge or encumbrance on upon any of the Purchased AssetsAssets to be Acquired or the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aquis Communications Group Inc)
Authority of Seller. Seller has and the Principal Shareholders have full rightpower and authority to execute, authority deliver and power to enter into perform this Agreement, the Non-Competition Agreement and each the Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized and approved by all necessary corporate action on of Seller and does not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and is the part legal, valid and binding agreement of SellerSeller enforceable in accordance with its terms and each of the Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms. Except as set forth on in Schedule 4.1, 5.3. neither the execution, execution and delivery and performance of this Agreement, the Non-Competition Agreement and the or any Seller Ancillary Agreements by Seller and Agreement nor the consummation of any of the transactions contemplated by this Agreementhereby or thereby nor compliance with or fulfillment of the terms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and will not conflict provisions hereof or thereof will:
(a) Conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on Encumbrance upon any of the Purchased Assets, under (1) the charter or by-laws of Seller, (2) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, (3) any Court Order to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, or (4) any Requirements of Laws affecting Seller or the Purchased Assets; or
(b) Require the approval, consent, authorization or act of, or the making by Seller of any declaration, filing or registration with, any Person.
Appears in 1 contract
Samples: Asset Purchase Agreement (Diversified Food Group Inc)
Authority of Seller. Seller has full rightthe partnership power and authority to execute, deliver and perform, or will have the partnership power and authority upon consummation of the Exchange Transaction to perform, this Agreement and power all of the other agreements and instruments to enter into this Agreementbe executed and delivered by Seller to Buyer pursuant hereto (collectively, the Non-Competition Agreement and each "Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements"). The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized and approved by all necessary corporate partnership action on behalf of Seller and its general partners. This Agreement is, and each Seller Ancillary Agreement when executed and delivered by Seller and the part other parties thereto will be, a legal, valid and binding agreement of SellerSeller enforceable in accordance with its respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and general equity principles. Except as set forth on in Schedule 4.12.3, neither the execution, execution and delivery and performance by Seller of this Agreement, Agreement or any of the Non-Competition Agreement and the Seller Ancillary Agreements or the consummation by Seller and the consummation of any of the transactions contemplated hereby or thereby nor compliance by this AgreementSeller with or fulfillment by Seller of the terms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach provisions hereof or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection withthereof will:
(a) any provision result in a breach of the Articles terms, conditions or provisions of, or constitute a default, an event of Incorporation default or Bylaws an event creating rights of Seller;
(b) any Applicable Law to which Seller acceleration, termination or the Purchased Assets may be subject; or
(c) any cancellation or a loss of the Purchased Assets. The executionrights under, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on Encumbrance upon any of the Purchased Assets under, the partnership agreement of Seller, any Seller Agreement or any judgment, order, award or decree to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound or any Requirements of Law affecting Seller or the Purchased Assets; or
(b) require the approval, consent, authorization or act of, or the making by Seller of any declaration, filing or registration with, any Person, except for such of the foregoing as are necessary pursuant to the Improvements Act or the Communications Act.
Appears in 1 contract
Authority of Seller. Seller has full rightpower and legal capacity to execute and deliver this Agreement and the other agreements, authority certificates and power instruments required to enter into this Agreementbe executed and delivered by Seller hereunder (collectively, the Non-Competition Agreement and each Ancillary Agreement “Seller’s Documents”) and to carry out the transactions contemplated hereby and thereby. The executionThis Agreement and each of Seller’s Documents are valid and binding agreements of Seller enforceable against Seller in accordance with their respective terms. Except as described in Schedule 2.7 annexed hereto, no (a) consent, authorization or approval of, or declaration, filing or registration with, any governmental or regulatory authority, or (b) consent, authorization or approval of any other third party is necessary in order to enable Seller to enter into and perform her obligations under this Agreement or any of Seller’s Documents. Neither the execution and delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and or any of Seller’s Documents nor the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not hereby or thereby will:
(a) conflict with, require any consent under, result in the violation of or constitute a default breach of any provision of the articles of incorporation or the bylaws of the Company;
(b) conflict with, require any consent under, result in the violation of, constitute a breach of or default underaccelerate the performance required on the part of the Company or Seller by the terms of, any contract to which the Company or Seller is a party or any evidence of indebtedness to which the Company or Seller is a party, including, without limitation, any customer or client contract, or create in any party other contract, mortgage or deed of trust creating a Lien to which any property or asset of the right to accelerate, terminate, modifyCompany or any shares of the capital stock of the Company is subject, or cancelpermit the termination of any such contract by another person, in each case, with or require any without notice or consent to, lapse of time or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Sellerboth;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgageLien upon, pledgeor restriction on the use of, lien, security interest any property or other charge or encumbrance on any asset of the Purchased AssetsCompany or any shares of the capital stock of the Company under any contract to which the Company or Seller is bound;
(d) accelerate, or constitute an event entitling, or which would, on notice or lapse of time or both, entitle the holder of any indebtedness of the Company or Seller to accelerate the maturity of any such indebtedness;
(e) conflict with or result in the breach or violation of any writ, judgment, order, injunction, decree or award of any court or governmental body or agency or arbitration tribunal that is binding on the Company or Seller; or
(f) constitute a violation by the Company or Seller of any applicable statute, law or regulation.
Appears in 1 contract
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Except as set forth on Schedule 4.1, Neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and consummation of the Ancillary Agreements transactions contemplated herein, nor compliance by Seller with any of the provisions hereof, will: (a) violate any provision of its Charter Documents; (b) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrance or other instrument or obligation to which Seller is a party, or by which Seller or any of the Subject Shares are bound; or (c) violate any Law applicable to Seller or any of the Subject Shares. No Consent of any Governmental Entity having jurisdiction over any aspect of the business or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby. Seller shall take all action required by the Internal Revenue Code and ERISA to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach or default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles of Incorporation or Bylaws of Seller;
(b) any Applicable Law to which Seller or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Assetsherein.
Appears in 1 contract
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforce ability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 USC 1818(b)(6)(D). Except as set forth on Schedule 4.1in Seller's Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Bank Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller's Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller's properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or
or (c) violate any Rule applicable to Seller or any of Seller's properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Bank Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of Seller; (ii) such approvals or notices as may be required by the FRB, the Non-Competition Agreement DFI and of each the OCC; (iii) the declaring effective of the Ancillary Agreements S-4 by Seller does not the SEC and will not result the approvals of all necessary blue sky administrators; and (iv) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller's Disclosure Letter.
Appears in 1 contract
Authority of Seller. (a) Seller has full rightpower and authority to execute, authority and power deliver and, subject to enter into the entry of the Bankruptcy Court Order, perform this Agreement, the Non-Competition Agreement and each of the Ancillary Agreement and Documents to carry out the transactions contemplated hereby and therebywhich it is a party. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and such Ancillary Documents by Seller has been duly authorized and approved by Seller's board of directors and the holders of the Series 1 Convertible Redeemable Preferred Stock of Parent, is in accordance with the Bankruptcy Code and does not require any authorization or consent of Seller's shareholders. This Agreement has been duly authorized, executed and delivered by Seller and, subject to the entry of the Bankruptcy Court Order, is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Ancillary Agreements Documents to which Seller is a party has been duly authorized by Seller and upon execution and delivery by Seller and subject to the entry of the Bankruptcy Court Order, will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.
(b) Except as set forth in Section 5.3 of the Disclosure Schedule or as triggered by the Filing, and subject to the entry of the Bankruptcy Court Order, neither the execution and delivery of this Agreement or any of such Ancillary Documents or the consummation of any of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation hereby or thereby nor compliance with or fulfillment of the transactions contemplated by this Agreementterms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and will not provisions hereof or thereof will:
(i) conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default an event creating rights of acceleration, termination or cancellation or a loss of rights under, or create result in the creation or imposition of any party Encumbrance upon any of the right to acceleratePurchased Assets, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a1) any provision of the Articles of Incorporation or Bylaws of Seller;
, (b2) any Applicable Law material Seller Agreements, (3) any Governmental Permits, (4) any other note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, (5) any Court Order to which Seller is a party or any of the Purchased Assets is subject or by which Seller is bound, or (6) any Requirements of Law affecting Seller or the Purchased Assets may be subjectAssets; provided, however, that with respect to each of clauses (3), (4) and (6), except as would not constitute a Material Adverse Effect; or
(ii) require the approval, consent, authorization or act of, or the making by Seller of any declaration, filing or registration with, any Person except as required by the Bankruptcy Code or Bankruptcy Court.
(c) any Except to the extent that the requisite consent of a Person is obviated by the Bankruptcy Court Order, Section 5.3 of the Purchased Assets. The executionDisclosure Schedule lists all Persons that are parties to the Seller Agreements or the Governmental Permits, delivery and performance of this Agreement, whose consent is required for the Non-Competition Agreement and of each consummation of the Ancillary Agreements by Seller does not and will not result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Assetstransactions contemplated hereunder.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medicalogic/Medscape Inc)
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles. Except as set forth on Schedule 4.1in Seller’s Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Merger, the Bank Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller’s Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller’s properties or assets is bound, if in any such circumstances, such event could have a Material Adverse Effect; or
or (c) assuming that the Consents referred to in the following sentence are duly obtained, violate any Rule applicable to Seller or any of Seller’s properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Merger, the Non-Competition Bank Merger and the transactions contemplated hereby, except (i) the approval of this Agreement and the transactions contemplated hereby by the shareholders of each of the Ancillary Agreements Seller; (ii) such Consents as may be required by Seller does not Governmental Entities; and will not result (iii) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller’s Disclosure Letter.
Appears in 1 contract
Samples: Merger Agreement (Belvedere SoCal)
Authority of Seller. The execution and delivery by Seller has full right, authority and power to enter into this Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this AgreementAgreement and, subject to the Non-Competition Agreement and requisite approval of the Ancillary Agreements by Seller and shareholders of Seller, the consummation of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements hereby have been duly and validly authorized by all necessary corporate action on the part of Seller, and this Agreement is a valid and binding obligation of Seller enforceable in accordance with its terms, except as the enforce ability thereof may be limited by bankruptcy, liquidation, receivership, conservatorship, insolvency, moratorium or other similar laws affecting the rights of creditors generally and by general equitable principles and by Section 8(b)(6)(D) of the Federal Deposit Insurance Act, 12 USC 1818(b)(6)(D). Except as set forth on Schedule 4.1in Seller's Disclosure Letter, neither the execution, execution and delivery and performance by Seller of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the Bank Merger or the transactions contemplated herein, nor compliance by this AgreementSeller with any of the provisions hereof, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, will: (a) violate any provision of Seller's Charter Documents; (b) constitute a breach of or result in a default of(or give rise to any rights of termination, constitute a breach cancellation or default underacceleration, or create in any party the right to accelerate, terminate, modify, acquire any securities or cancel, or require assets) under any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles terms, conditions or provisions of Incorporation any note, bond, mortgage, indenture, franchise, license, permit, agreement, Encumbrances or Bylaws of Seller;
(b) any Applicable Law other instrument or obligation to which Seller is a party, or the Purchased Assets may be subjectby which Seller or any of Seller's properties or assets is bound, if in any such circumstances, such event could have consequences materially adverse to Seller; or
or (c) violate any Rule applicable to Seller or any of Seller's properties or assets. No Consent of any Governmental Entity having jurisdiction over any aspect of the Purchased Assets. The executionbusiness or assets of Seller, and no Consent of any Person, is required in connection with the execution and delivery and performance by Seller of this AgreementAgreement or the consummation by Seller of the Bank Merger and the transactions contemplated hereby, except (i) the Non-Competition approval of this Agreement and the transactions contemplated hereby by the shareholders of each Seller; (ii) such approvals or notices as may be required by the FRB and the DFI; (iii) the declaring effective of the Ancillary Agreements S-4 by Seller does not the SEC and will not result the approvals of all necessary blue sky administrators; and (iv) as otherwise set forth in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased AssetsSeller's Disclosure Letter.
Appears in 1 contract
Samples: Merger Agreement (Community Bancorp)
Authority of Seller. (a) Seller has full rightpower and authority to execute, authority and power deliver and, subject to enter into the entry of the Sale Order, perform its obligations under this Agreement, the Non-Competition Agreement and each of the Ancillary Agreement and Documents to carry out the transactions contemplated hereby and therebywhich Seller is a party. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and such Ancillary Documents by Seller has been duly authorized and approved by Seller’s board of directors (or similar governing body) and, subject to the entry of the Sale Order, does not require any authorization or consent of Seller’s shareholders or members that has not been obtained. This Agreement has been duly authorized, executed and delivered by Seller and, subject to the entry of the Sale Order, is the legal, valid and binding obligation of Seller enforceable in accordance with its terms, and each of the Ancillary Agreements Documents to which Seller is a party has been duly authorized by Seller and upon execution and delivery by Seller and subject to the entry of the Sale Order, will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms.
(b) After giving effect to the Sale Order, neither the execution and delivery of this Agreement or any of the Ancillary Documents by Seller or the consummation by Seller of any of the transactions contemplated by this Agreementhereby or thereby nor compliance with or fulfillment of the terms, the Non-Competition Agreement conditions and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements provisions hereof or thereof by Seller and the consummation will, with or without notice or lapse of the transactions contemplated by this Agreementtime, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default or default underan event of default, or create trigger the acceleration of any Liability or obligation or any payment, under (1) any charter (or similar governing instrument) or by-laws (or similar governing document) of Seller or (2) in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
material respect (aA) any provision of the Articles of Incorporation or Bylaws of Seller;
Permits, (bB) any Applicable Law Order to which Seller is bound or any Purchased Asset is subject, (C) any Legal Requirement affecting Seller or the Purchased Assets may be subject; or
Assets, or (cD) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Contract or Real Property Lease to which Seller does not and will not result in the creation is a party or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Assetsotherwise bound.
Appears in 1 contract
Authority of Seller. Seller has full rightpower and authority to execute, authority deliver and power to enter into perform this Agreement, the Non-Competition Agreement and each all of the Seller Ancillary Agreement and to carry out the transactions contemplated hereby and therebyAgreements. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Seller Ancillary Agreements by Seller have been duly authorized and approved by Seller’s board of directors and do not require any further authorization or consent of Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by Seller and is the legal, valid and binding agreement of Seller enforceable in accordance with its terms, and each of the Seller Ancillary Agreements has been duly authorized by Seller and upon execution and delivery by Seller will be a legal, valid and binding obligation of Seller enforceable in accordance with its terms. Neither the execution and delivery of this Agreement or any Seller Ancillary Agreement or the consummation of any of the transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation hereby or thereby nor compliance with or fulfillment of the transactions contemplated by this Agreementterms, the Non-Competition Agreement conditions and the Ancillary Agreements do not and will not provisions hereof or thereof will:
(a) conflict with, result in a default breach of the terms, conditions or provisions of, or constitute a breach default, an event of default or default underan event creating rights of acceleration, termination or create in any party cancellation or a loss of rights under (1) the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or in connection with:
(a) any provision of the Articles Certificate of Incorporation or Bylaws of Seller;, (2) any material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which Seller is a party or any of its properties is subject or by which Seller is bound, (3) any Court Order to which Seller is a party or by which it is bound or (4) any Requirements of Laws affecting Seller; or
(b) any Applicable Law to which Seller require the approval, consent, authorization or act of, or the Purchased Assets may be subject; or
(c) any of the Purchased Assets. The execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements making by Seller does not and will not result in the creation or imposition of any mortgagedeclaration, pledgefiling or registration with, lienany Person, security interest or other charge or encumbrance except as set forth on any of the Purchased AssetsSchedule 4.2(b) attached hereto.
Appears in 1 contract
