Authorization and No Conflicts. (a) Each Debtor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation as listed on the first page of this Agreement; (b) the execution and delivery of this Agreement and the performance by such Debtor of its obligations hereunder are within such Debtor's corporate powers, have been duly authorized by all necessary corporate action, have received all necessary governmental approval (if any shall be required), and do not and will not contravene or conflict with any provision of law or of the articles of incorporation or by-laws of such Debtor or of any material agreement, indenture, instrument or other document, or any material judgment, order or decree, which is binding upon such Debtor; and (c) this Agreement is a legal, valid and binding obligation of such Debtor, enforceable in accordance with its terms, except that the enforceability of this Agreement may be limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Authorization and No Conflicts. (i) Each Group Company has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to carry out and perform its obligations thereunder. All corporate actions on the part of each Group Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the other Transaction Documents, the performance of all obligations of each Group Company hereunder and thereunder, including the authorization, issuance, reservation for issuance and delivery of the Subscription Shares and of the Conversion Shares, the authorization of the transactions contemplated hereby, have been taken or will be taken prior to the Closing. This Agreement has been duly executed and delivered by the Company and constitutes valid and legally binding obligations of the Company, and each of the other Transaction Documents, when executed and delivered by any Group Company, will constitute valid and legally binding obligations of such Group Company, in each case enforceable against such Group Company in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally (collectively, the “Enforceability Exceptions”).
(ii) Except as otherwise expressly contemplated under this Agreement, (A) no filing with, and no Consent of, any Governmental Authority is necessary on the part of any Group Company for the valid and lawful authorization, execution, delivery and performance of this Agreement and the other Transaction Documents by any Group Company or the consummation by such Group Company of the transactions contemplated by this Agreement and the other Transaction Documents; and (B) neither the execution, delivery or performance of this Agreement or any other Transaction Document by any Group Company nor the consummation by such Group Company of the transactions contemplated hereby or thereby will (x) conflict with or result in a violation of any provision of (in the case of the Company) the Memorandum and Articles or (in the case of any other Group Company) the Charter Document of the relevant Group Company, (y) conflict with or result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any r...
Authorization and No Conflicts. The execution, delivery and performance of this Agreement, the transactions contemplated hereby and all other documents and agreements of such Seller delivered or to be delivered pursuant hereto will not result in any conflict with, or breach or violation of, or default under, any judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which such Seller is a party or by which he is bound, or any federal, state or local statute or regulation applicable to such Seller, and will not result in the creation of any lien, encumbrance or other charge on any of the Assets or the Shares. This Agreement has been duly executed and delivered on behalf of such Seller and constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as limited by applicable bankruptcy and solvency, moratorium, reorganization, or other laws affecting creditors rights and remedies generally.
Authorization and No Conflicts. The execution, delivery and performance of this Agreement, the related agreements, Escrow Agreement, Security Agreement and the transactions contemplated hereby and thereby, and all other documents and agreements of Purchaser delivered pursuant hereto and thereto: (a) have been duly authorized by all necessary corporate action on the part of Purchaser, and (b) will not result in any conflict with, or breach or violation of, or default under, the Articles of Incorporation or the By-laws of Purchaser or any judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which Purchaser is a party or by which it is bound, or any statute or regulation applicable to Purchaser. This Agreement has been duly executed and delivered on behalf of Purchaser and constitutes a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally. At the Closing, each of the Escrow Agreement and the Security Agreement will be duly executed and delivered on behalf of Purchaser and each will constitute a legal, valid and binding obligation of Purchaser enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors' rights and remedies generally.
Authorization and No Conflicts. The execution and delivery by each Loan Party of the Loan Documents to which it is a party, and each Loan Party’s performance of its obligations under the Loan Documents, (a) have been duly authorized by such Loan Party that is a legal entity, (b) do not conflict with any of its Organizational Documents, (c) do not conflict with, or violate, any applicable material Law or material agreement or material contractual restriction by which such Loan Party is bound, (d) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect where the failure to obtain could not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of any Lien on any of its assets, except those in favor of Collateral Agent and which could not reasonably be expected to result in a Material Adverse Effect.
Authorization and No Conflicts. The execution, delivery and performance of this Agreement, the transactions contemplated hereby and all other documents and agreements delivered or to be delivered pursuant hereto will not result in any conflict with, or breach or violation of any judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which and of the Seller is a party or by which it is bound. This Agreement has been duly executed and delivered by or on behalf of each Seller and constitutes a legal, valid and binding obligation of each Seller enforceable in accordance with its terms.
Authorization and No Conflicts. The execution, delivery and performance of this Agreement, and the transactions contemplated hereby and thereby, and all other documents and agreements of Purchaser delivered pursuant hereto and thereto: (a) have been duly authorized by all necessary corporate action on the part of Purchaser, and (b) will not result in any conflict with, or breach or violation of, or default under any agreement or other instrument to which Purchaser is a party or by which it is bound, or any statute or regulation applicable to Purchaser. This Agreement has been duly executed and delivered on behalf of each of Purchaser and Highway Holdings and constitutes a legal, valid and binding obligation of each of Purchaser and Highway Holdings enforceable in accordance with its terms.
Authorization and No Conflicts. The execution and delivery by each Loan Party of the Loan Documents to which it is a party, and each Loan Party’s performance of its obligations under the Loan Documents, (a) have been duly authorized by such Loan Party that is a legal entity, (b) with respect to each Loan Party that is a legal entity, do not conflict with any of its Organizational Documents, (c) do not conflict with any Law or Material Contract by which such Loan Party is bound, (d) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, and (e) will not result in the creation or imposition of any Lien on any of its assets, except those in favor of Agent.
Authorization and No Conflicts. Each party represents and warrants to the other that (i) it has all requisite legal and corporate power to execute and deliver this Agreement, (ii) it has no Agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under this Agreement, and (iii) it has obtained and will maintain all rights, approvals and consents necessary to perform its obligations and grant all rights and licenses granted under this Agreement, including the right to make, have made, sell, and import Products.
Authorization and No Conflicts. The execution, delivery and performance of this Agreement, the transactions contemplated hereby and all other documents and agreements of Seller Group delivered or to be delivered pursuant hereto or thereto: (i) have been duly authorized by all necessary corporate action on the part of each member of Seller Group, (ii) will not result in any conflict with, or breach or violation of, or default under, (A) the articles of incorporation or bylaws (or equivalent instruments) of any member of Seller Group or (B) any judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which such member of Seller Group is a party or by which it is bound, or any foreign, federal, state or local statute or regulation applicable to such member of Seller Group, and (iii) will not result in the creation of any lien on any of the Assets, except in the case of clauses (ii) and (iii), as would not reasonably be expected to have a Material Adverse Effect. This Agreement has been duly executed and delivered on behalf of each member of Seller Group and constitutes the legal, valid and binding obligation of each member of Seller Group enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, or other laws affecting creditors’ rights and remedies generally.
