Authorization and Enforceability; No Conflict Sample Clauses

Authorization and Enforceability; No Conflict. (a) Seller has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder, and the consummation by Seller of the transactions contemplated by this Agreement, have been duly authorized by the board of directors of Seller, and no other corporate action on the part of Seller is necessary to authorize the execution and delivery of this Agreement by Seller, the performance by Seller of its obligations hereunder or the consummation by Seller of the Transactions, other than the approval of the stockholders of Seller. This Agreement has been duly executed and delivered by Seller and (assuming due authorization, execution and delivery by the other parties to this Agreement) constitutes a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The board of directors of Seller (at a meeting duly called and held) has (i) unanimously determined that the Agreement is advisable and fair and in the best interests of Seller and the Stockholders, (ii) unanimously authorized and approved the execution, delivery and performance of this Agreement by Seller and (iii) unanimously resolved to recommend adoption of this Agreement and approval of the Transactions by the Stockholders. (c) The execution and delivery of this Agreement, the performance by Seller of its obligations hereunder and the Ancillary Documents to which Seller is a party, and the consummation by Seller of the Transactions or the Ancillary Documents to which Seller is a party, do not (i) conflict with, or result in any violation of the Organizational Documents; (ii) conflict with or result in a violation of any material permit or Legal Requirement applicable to Seller or its assets; or (iii) result in a material breach of, or constitute a material default (o...
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Authorization and Enforceability; No Conflict. Each Buyer has the full capacity, power and authority to enter into this Agreement and to carry out the transactions and agreements contemplated hereby. This Agreement is binding upon each Buyer and is enforceable against each Buyer in accordance with its terms. The execution and delivery of this Agreement by each Buyer and the purchase of the Shares pursuant hereto will not conflict with, or result in a breach of or a default under any agreement or instrument to which any Buyer is a party or by which any Buyer is bound, or violate any law, rule or regulation of any governmental entity or any order or decree of any court or governmental entity to which any Buyer is subject or by which any Buyer is bound.
Sample 1Sample 2See All (4)
Authorization and Enforceability; No Conflict. (a) Transferor has all necessary company power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Transferor, the performance by Transferor of its obligations hereunder, and the consummation by Transferor of the Transactions, have been duly authorized by all necessary action of the board of directors of Transferor (including unanimous approval of the board of directors of Transferor) and the members of Transferor, and no other corporate action on the part of Transferor is necessary to authorize the execution and delivery of this Agreement by Transferor, the performance by Transferor of its obligations hereunder or the consummation by Transferor of the Transactions. This Agreement has been duly executed and delivered by Transferor and (assuming due authorization, execution and delivery by Acquiror) constitutes a valid and binding obligation of Transferor, enforceable against Transferor in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Legal Requirements relating to or affecting creditors’ rights generally or (ii) the effect of rules of Legal Requirements and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law) (the “Enforceability Exception”). (b) The execution and delivery of this Agreement, the performance by Transferor of its obligations hereunder and the Ancillary Documents to which Transferor is a party, and the consummation by Transferor of the Transactions or the Ancillary Documents to which Transferor is a party, does not (i) conflict with, or result in any violation of the Organizational Documents; (ii) conflict with or result in a violation of any material permit or Legal Requirement applicable to Transferor or its assets; or (iii) result in a material breach of, or constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give rise to any rights of termination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any Encumbrance (excluding Permitted Encumbrances) upon any of the Transferred Assets or pursuant to any Transferor Contract t...
Sample 1
Authorization and Enforceability; No Conflict. (a) Buyer has the requisite limited liability company power and authority, and Noble has the requisite corporate power and authority, to enter into and perform the Transaction Documents to which each is a party and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Buyer or Noble is a party is binding upon Buyer or Noble, as the case may be, and is enforceable against Buyer or Noble, as the case may be, in accordance with its respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. The execution, performance and delivery by Buyer and Noble of each Transaction Document to which Buyer or Noble is a party has been duly authorized, approved and adopted by Buyer or Noble, as the case may be. (b) The execution, delivery and performance by Buyer and Noble of the Transaction Documents to which each is a party and the consummation by Buyer and Noble of the transactions contemplated thereby will not (i) contravene any Organizational Documents of Buyer or Noble or result in a breach of any provision of, or constitute a default under, any Contract to which Buyer or Noble is a party or by which their respective assets are bound or (ii) violate any Legal Requirement or Order.
Sample 1
Authorization and Enforceability; No Conflict. (a) Parent and Buyer each has all requisite power and authority to enter into and perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document to which Parent or Buyer is a signatory is binding upon Parent or Buyer, as applicable, and is enforceable against Parent or Buyer, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar Legal Requirements affecting the enforcement of creditors' rights generally and by general principles of equity. The execution, performance and delivery by Parent and Buyer of each Transaction Document to which Parent or Buyer is a signatory has been duly authorized, approved and adopted by Parent and Buyer. (b) The execution, delivery and performance by Parent and Buyer of the Transaction Documents and the consummation by Parent and Buyer of the transactions contemplated thereby will not: (i) contravene any Organizational Documents of Parent and Buyer; (ii) result in a breach of any provision of, or constitute a default under, any Contract of Parent or Buyer; (iii) violate any Legal Requirement or Order; or (iv) except for filings under the HSR Act, require any Governmental Authorization.
Sample 1
Authorization and Enforceability; No Conflict. (a) Buyer has the requisite company power and authority to enter into and perform the Transaction Documents to which it is a party and to carry out the transactions contemplated thereby. The execution, delivery and performance by Buyer of each Transaction Document to which it is a party has been duly authorized, approved and adopted by it. Each Transaction Document to which Buyer is a party is binding upon it and is enforceable against it in accordance with the terms of that Transaction Document, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally. (b) The execution, delivery and performance by Buyer of the Transaction Documents to which it is a party and the consummation by Buyer of the transactions contemplated thereby will not (i) contravene the Organizational Document of Buyer or result in a breach of, or constitute a default under, any Contract to which Buyer is a party or by which its assets are bound or affected or (ii) violate a Law or Order.
Sample 1
Authorization and Enforceability; No Conflict. Buyer has full power and authority to enter into and perform, and to carry out the transactions contemplated by this Agreement. This Agreement is binding upon Buyer and enforceable against Buyer in accordance with its terms. The execution, performance, and delivery of this Agreement has been duly authorized, approved and adopted by Buyer. The execution, delivery and performance of this Agreement by Buyer will not directly or indirectly (with or without notice or lapse of time): (a) contravene the Articles of Incorporation or Bylaws of Buyer or result in a breach of any provision of, or constitute a default under, any Contract, or (b) violate any Legal Requirement or Order.
Sample 1
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Authorization and Enforceability; No Conflict. (a) Buyer has the requisite power and authority to enter into and perform the Transaction Documents and to carry out the transactions contemplated by such Transaction Documents. Each Transaction Document is binding upon Buyer and is enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization or other similar Law affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution, performance and delivery by Buyer of each Transaction Document has been duly authorized and approved by Buyer. (b) The execution, delivery and performance by Buyer of the Transaction Documents and the consummation by Buyer of the transactions contemplated thereby will not: (i) contravene the Organizational Documents of Buyer; (ii) result in a breach of any provision of, or constitute a default under, any Contract of Buyer; (iii) violate any applicable Law or Order; or (iv) require any Governmental Authorization.
Sample 1
Authorization and Enforceability; No Conflict. (a) Buyer has full corporate power and authority to enter into and to perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. Buyer Parent has full corporate power and authority to enter into and to perform the Transaction Documents to which it is a signatory and to carry out the transactions contemplated by such Transaction Documents. This Agreement is, and on the Closing Date each of the other Transaction Documents to which Buyer is a party will be, legal, valid and binding obligations of Buyer, enforceable against it in accordance with their respective terms. This Agreement is, and on the Closing Date each of the Transaction Documents to which Buyer Parent is a party will be, legal, valid and binding obligations of Buyer Parent, enforceable against it in accordance with their respective terms. The execution, performance and delivery of each Transaction Document to which Buyer is a signatory has been duly authorized, approved and adopted by Buyer. The execution, performance and delivery of each Transaction Document to which Buyer Parent is a signatory has been duly authorized, approved and adopted by Buyer Parent. (b) The execution, delivery and performance of the Transaction Documents and the consummation by Buyer and Buyer Parent of the transactions contemplated thereby will not (i) contravene any Organizational Documents of Buyer or Buyer Parent or result in a breach of any provision of, or constitute a default under, any Contract or (ii) violate any Legal Requirement or Order.
Sample 1

Related to Authorization and Enforceability; No Conflict

  • Authorization and Enforceability This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles.

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

  • Due Authorization and Enforceability The Company has the full right, power and authority to enter into this Agreement and to perform and discharge its obligations hereunder; and this Agreement has been duly authorized, executed and delivered by the Company, and constitutes a valid, legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of equity.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

  • Execution and Enforceability This Agreement has been duly executed and delivered by the Assuming Institution and when this Agreement has been duly authorized, executed and delivered by the Corporation and the Receiver, this Agreement will constitute the legal, valid and binding obligation of the Assuming Institution, enforceable in accordance with its terms.

  • Governing Law and Enforceability This Contract will be governed and construed according to the Constitution and laws of the State of Colorado. If any provision of this Contract or any application of this Contract to the School is found contrary to law, such provision or application will have effect only to the extent permitted by law. Either party may revoke this Contract if a material provision is declared unlawful or unenforceable by any court of competent jurisdiction and the parties do not successfully negotiate a replacement provision. The parties agree to meet and discuss in good faith any material changes in law that may significantly impact their relationship as set forth in the Contract.

  • Authorization of Agreement; Enforceability This Agreement has been duly and validly authorized, executed and delivered by the Company. This Agreement is valid, binding and enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principals.

  • Authority and Enforceability Seller has all corporate power and authority necessary to execute and deliver, and to perform its obligations under, and, subject to the satisfaction of the closing conditions, to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of Seller, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement or any Ancillary Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by Seller, and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. At the Closing, each of the Ancillary Agreements to which Seller is contemplated to be a party will be duly and validly executed and delivered by Seller and will constitute a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity.

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Power, Authority and Enforceability The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

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