Authority to Perform Agreement. The execution, delivery and ------------------------------ performance of this Agreement has been duly authorized by all necessary corporate action, and does not constitute a breach by the warranting party of its organizational documents or of any contract or agreement to which the warranting party is a party or by which the warranting party or its assets are bound.
Authority to Perform Agreement. Purchaser has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement, the payments provided for herein, and the consummation of transactions contemplated hereby, have been duly authorized by Purchaser's board of directors, and no other corporate proceeding on the part of Purchaser is necessary to authorize Purchaser's officers to perform this Agreement and the transactions contemplated herein.
Authority to Perform Agreement. Seller has the corporate power and authority to enter into, to perform the obligations by Seller under, and to consummate the transactions and other acts contemplated by this Agreement. The execution, delivery and performance of this Agreement by Seller and the transfer, conveyance, assignment and delivery of the Purchased Assets and the other transactions contemplated in this Agreement have or will have at Closing been duly and validly authorized and approved-by all requisite corporate action, including all required approvals of Seller's directors. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. Neither the execution nor the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with or fulfillment of the terms and provisions of this Agreement will: (i) violate or conflict with the provisions of Seller's Certificate of Incorporation or Bylaws; (ii) violate, conflict with or constitute a breach of or default under the provisions of any indenture, agreement, judgment, decree, order, governmental permit or license, or other instrument to which Seller is a party or by which Seller is bound;,(iii) result in the imposition of any lien, charge or encumbrance on the Purchased Assets other than solely as a result of Buyer's financing; or (iv) require any affirmative approval, consent, authorization or other order, or action of any court, governmental authority or regulatory body or of any creditor of Seller except as specifically contemplated by this Agreement. Provided, however, that if any such consent or other action is required Seller shall use reasonable efforts to obtain such consent by Closing. Seller shall also procure the consent Of customers to the disclosure of data covered by confidentiality agreements.
Authority to Perform Agreement. (a) The Corporation and the Shareholders (i) have all requisite right, power, legal capacity and authority to enter into, and perform their respective obligations under, this Agreement and (ii) have taken all requisite corporate and other actions necessary to enter into and perform their respective obligations under this Agreement.
Authority to Perform Agreement. Applicant represents that Applicant (a) has read this Agreement and fully understands its contents, and
Authority to Perform Agreement. The Company has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate proceedings on the part of the Company are necessary to authorize its officers to perform this Agreement and the transactions contemplated herein. 3
Authority to Perform Agreement. INBI has the corporate power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate proceedings on the part of INBI are necessary to authorize its officers to perform this Agreement and the transactions contemplated herein.
Authority to Perform Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Board of Directors of Vivid. No other corporate proceedings on the part of Vivid are necessary to authorize its officers to perform this Agreement. The execution and performance of this Agreement by Vivid does not violate, or result in a breach of, or constitute a default under, any judgment, order, or decree to which Vivid may be subject, nor does such execution or performance violate any provision of the Articles of Incorporation or Bylaws of Vivid.
Authority to Perform Agreement. Buyer has the corporate power and authority to enter into, to perform the obligations by Buyer under, and to consummate the transactions and other acts contemplated by this Agreement. The execution, delivery and performance of this Agreement by Buyer have been duly and validly authorized and approved by all requisite corporate action, including all required approvals of Buyer's directors. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms. Neither the execution nor the delivery-of this Agreement, nor the consummation of the transactions contemplated by this Agreement, nor the compliance with or fulfillment of the terms and provisions of this Agreement will: (i) violate or conflict with the provisions of Buyer's Certificate of Incorporation or Bylaws; (ii) violate, conflict with or constitute a breach of or default, under the provisions of any indenture, agreement, judgment, decree, order, governmental Permit or license, or other instrument to which Seller is a party or by which Seller is bound; or (iii) require any affirmative approval, consent, authorization or other order, or action of any court, governmental authority or regulatory body or of any creditor of Buyer, except as specifically contemplated by this Agreement. Provided, however, that if any such consent or other action is required Buyer shall obtain such consent by Closing.
Authority to Perform Agreement. Change Feng hereby represents and ------------------------------ warrants to Positron that it possesses (i) a valid current business license issued by the Beijing State Administration for Industry and Commerce, a copy of which shall be provided to Positron contemporaneously with the execution of this Agreement, (ii) all requisite import/export authority from PRC governmental authorities necessary for the performance by Xxxxx Feng of its obligations under this Agreement, and (iii) all requisite authority from PRC governmental authorities to deal in foreign exchange and process payments for the Products.
