Authorization and No Conflicts Clause Samples

Authorization and No Conflicts. (i) Such Investor has all requisite power and authority to execute and deliver this Agreement and the Shareholders Deed and to carry out and perform its obligations hereunder and thereunder. All corporate actions on the part of such Investor, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement and the Shareholders Deed, the performance of all obligations of such Investor hereunder and thereunder, including the subscription and purchase of the Subscription Shares, the authorization of the transactions contemplated hereby, have been taken or will be taken prior to the Closing, and this Agreement has been duly executed and delivered by such Investor and constitutes valid and legally binding obligations of such Investor, and the Shareholders Deed, when executed and delivered by such Investor, shall constitute valid and legally binding obligations of such Investor, enforceable against such Investor in accordance with their respective terms except as limited by the Enforceability Exceptions. (ii) Except as otherwise expressly contemplated under this Agreement, (A) no filing with, and no Consent of, any Governmental Authority or any third party is necessary on the part of such Investor for the valid and lawful authorization, execution, delivery and performance of this Agreement or the Shareholders Deed by such Investor or the consummation by such Investor of the transactions contemplated hereby or thereby, and (B) neither the execution, delivery or performance of this Agreement or the Shareholders Deed by such Investor nor the consummation by such Investor of the transactions contemplated hereby or thereby will (x) conflict with or result in a violation of any provision of the Charter Documents of such Investor, (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 rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Investor pursuant to, any Contract to which such Investor is a party or by which such Investor or any property or asset of such Investor is bound or affected, or (z) conflict with or violate any Applicable Law in respect of such Investor or any of such Investor’s properties or assets, except in each case of the foregoing clauses (y) and (z), where such conflict, violat...

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, 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 or she 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 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, (b) do not violate any of its Organizational Documents, (c) do not violate in any material respect any Law or Material Agreement 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 or any of its Subsidiaries, except those in favor of Administrative Agent.

Authorization and No Conflicts. (a) Debtor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation; (b) the execution and delivery of this Agreement and the performance by Debtor of its obligations hereunder are within 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 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 Debtor and enforceable in accordance with its terms.

Authorization and No Conflicts. The execution, delivery and performance of this Agreement, the transactions contemplated hereby and thereby, and all other documents and agreements of Purchaser delivered or to be delivered pursuant hereto and thereto: (i) have been duly authorized by all necessary corporate action on the part of Purchaser, and (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 documents of Purchaser, or (B) 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. Without limiting the foregoing, with respect to Purchaser’s execution and performance of this Agreement, (x) the approval of the Board of Directors of SV Parent has been obtained or is not required and (y) approval of this Agreement by SV Parent’s stockholders is not required under applicable law. This Agreement has been duly executed and delivered on behalf of Purchaser and constitutes the legal, valid and binding obligations of Purchaser enforceable in accordance with its terms, except as such enforceability may be limited by the application of laws relating to bankruptcy, insolvency, reorganization or affecting creditors’ rights generally and except to the extent that injunctive or other equitable relief is within the discretion of the court.

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, delivery and performance of this Agreement, the transactions contemplated hereby and all other documents and agreements of the Company delivered or to be delivered pursuant hereto: (a) have been duly authorized by all necessary corporate action on the part of the Company, (b) will not result in any conflict with, or breach or violation of, or default under, the Articles of Incorporation or By-Laws of the Company or any judgment, order, decree, mortgage, agreement, deed of trust, indenture or other instrument to which the Company is a party or by which it is bound, or any federal, state or local statute or regulation applicable to the Company, and (c) will not result in the creation of any lien, encumbrance or other charge on any of the Assets (as hereinafter defined). This Agreement has been duly executed and delivered on behalf of the Company and constitutes a legal, valid and binding obligation of the Company 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, 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.