Authorization and No Violation Sample Clauses

Authorization and No Violation. The execution and delivery of this Agreement by BBC and Merger Sub and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of BBC and Merger Sub and, subject to the terms and conditions of this Agreement, this Agreement constitutes the legal, valid and binding obligation of BBC and Merger Sub, enforceable against them in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. Neither the execution, delivery and performance of this Agreement by BBC and Merger Sub, nor the consummation of the transactions contemplated hereby, nor the compliance by BBC or Merger Sub with any of the provisions of this Agreement, will: (i) except as set forth on Schedule 3.2 hereto, violate, conflict with, or result in a breach of any of the provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration, or the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of BBC or BankAtlantic under any of the terms, conditions or provisions of (a) the Articles or Certificate of Incorporation or by-laws (or analogous organizational documents) of BBC or BankAtlantic or (b) any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which BBC or BankAtlantic is a party or by which BBC or BankAtlantic may be bound, or to which BBC or BankAtlantic or their respective properties or assets may be subject, or (ii) violate any judgment, ruling, order, writ, injunction, decree (each an "Order") or statute, rule, regulation, ordinance or directive (each a "Law") applicable to BBC or BankAtlantic or any of their respective properties or assets.
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Authorization and No Violation. The execution and delivery of this Agreement and the Merger Agreement by BBC and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of BBC and, subject to the terms and conditions of this Agreement and the Merger Agreement, this Agreement and the Merger Agreement constitute the legal, valid and binding obligations of BBC, enforceable against it in accordance with their terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law.
Sample 1
Authorization and No Violation. 17 Consents ............................................. 17
Sample 1
Authorization and No Violation. Subject to receipt of approvals from the Applicable Governmental Authorities, the execution and delivery of this Agreement by CCC and the consummation of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of CCC and this Agreement constitutes the legal, valid and binding obligation of CCC, enforceable against CCC in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution of this Agreement by CCC and the consummation of the transactions contemplated by this Agreement will not violate the provisions of, or constitute a breach or default under (i) the articles of incorporation or by-laws of CCC or the articles of association and by-laws of the Bank (ii) any Material Contract (as defined in subsection (f)) of CCC or the Bank or (iii) any other material license, law, order, rule, regulation or judgment to which CCC or the Bank is a party, is bound or by which any of their respective properties or assets is subject. The minute books of CCC accurately reflect in all material respects all corporate actions held or taken by its shareholders and Board of Directors (including committees of the Board of Directors).
Sample 1
Authorization and No Violation. The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Company. Neither the execution and delivery of the Agreement nor the consummation of any transaction provided for herein will (i) result in the breach of any of the terms or conditions of, or constitute a default under, an agreement, indenture or instrument to which the Company or its subsidiary is a party or otherwise bound or affected, or any provision of the Company's certificate of incorporation or bylaws; (ii) violate any law, or any rule or regulation of any administrative agency or governmental body or any order, writ, injunction of any court, administrative agency or governmental body, having jurisdiction over the Company and its subsidiary or (iii) result in the creation of any interest, lien, charge or encumbrance in or upon any property of the Company or its subsidiary.
Sample 1
Authorization and No Violation. Subject to receipt of approvals from the Applicable Governmental Authorities, the execution and delivery of this Agreement by DBC, the execution of the Bank Merger Agreement by the Bank and the consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement have been duly authorized by all necessary corporate action on the part of DBC and the Bank. This Agreement constitutes the legal, valid and binding obligation of DBC, enforceable against DBC in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Bank Merger Agreement constitutes the legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except as limited by (x) bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance laws and other similar laws affecting creditors' rights generally, and (y) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The execution of this Agreement by DBC, the execution of the Bank Merger Agreement by the Bank and the consummation of the transactions contemplated by this Agreement and the Bank Merger Agreement will not violate the provisions of, or constitute a breach or default under (i) the articles of incorporation or by-laws of DBC or the articles of association and by-laws of the Bank (ii) any Material Contract (as defined in subsection (f)) of DBC or the Bank or (iii) any other material license, law, order, rule, regulation or judgment to which DBC or the Bank is a party, is bound or by which any of their respective properties or assets is subject. The minute books of DBC accurately reflect in all material respects all corporate actions held or taken by its shareholders and Board of Directors (including committees of the Board of Directors).
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Authorization and No Violation. Except as set forth in Schedule 4.3(a), PBBC has full corporate power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby, to perform its obligations hereunder and thereunder. The execution and delivery by PBBC of this Agreement and the other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, (i) upon and subject to obtaining approval by PBBC's board of directors and the Company's Stockholders, in a manner required by the Florida Law, will then be deemed duly and validly authorized by all necessary action on the part of PBBC, (ii) do not conflict with or violate any of the terms of the articles of incorporation or by-laws of PBBC, (iii) do not violate to any material degree, any applicable law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree of any court, administrative or Governmental Entity, and (iv) except as set forth in Schedule 4.3(a) and except with respect to the Serta Standard License Agreement and the IRB-Related Obligations, do not violate or conflict with the terms of, or result in a breach of, or constitute a default under, or result in the creation or imposition of any Lien upon any property or assets of the Business under, any mortgage, indenture, lease, agreement, license or other instrument to which PBBC or the Business is a party or by which PBBC, or the Business, or the assets thereof, may be bound, which violation, conflict, default or Lien, in the aggregate with all other such violations, conflicts, defaults and Liens, would have a Material Adverse Effect on the Business.
Sample 1
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Authorization and No Violation. Sub has full corporate power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. The execution and delivery by Sub of this Agreement and the other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, (i) have been duly and validly authorized by all necessary corporate action on the part of Sub, (ii) do not conflict with or violate any of the terms of the Certificate of Incorporation or By-Laws of Sub, (iii) do not violate, to any material degree, any applicable law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree of any court, administrative or 44 Governmental Entity applicable to Sub, and (iv) do not violate or conflict with the terms of, or result in a breach of, or constitute a default under, or result in the creation or imposition of any Lien upon any property or assets of Sub under, any mortgage, indenture, lease, agreement or other instrument to which Sub is a party or by which Sub may be bound, which violation, conflict, default or Lien, either individually or in the aggregate with all other such violations, conflicts, defaults, Liens, would have a Material Adverse Effect on the business, operations or financial condition of Sub. This Agreement and the other agreements and documents contemplated hereby constitute the legal, valid and binding obligations of Sub, enforceable against Sub in accordance with their respective terms, and this Agreement, constitutes the legal, valid and binding obligations of Sub in accordance with their respective terms, except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought, and that applicable bankruptcy and other laws of general application may affect the rights and remedies of creditors.
Sample 1
Authorization and No Violation. Sleepmaster has full requisite power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder. Sleepmaster will, at the Closing, cause the Closing Merger Consideration to be paid to the Representative and Escrow Agent, consistent with the terms of Articles II, III and X. The execution and delivery by Sleepmaster of this Agreement and the other agreements and documents contemplated hereby, and the consummation of the transactions contemplated hereby and thereby, (i) have been duly and validly authorized by all necessary action on the part of Sleepmaster, (ii) do not conflict with or violate any of the terms of the Articles of Formation or Operating Agreement of Sleepmaster, (iii) do not violate, to any material degree, any applicable law, ordinance, rule or regulation or any judgment, order, writ, injunction or decree of any court, administrative or Governmental Entity applicable to Sleepmaster, and (iv) do not violate or conflict with the terms of, or result in a breach of, or constitute a default under, or result in the creation or imposition of any Lien upon any property or assets of Sleepmaster under, any mortgage, indenture, lease, agreement or other instrument to which Sleepmaster is a party or by which Sleepmaster may be bound, which violation, conflict, default or Lien, either individually or in the aggregate with all other such violations, conflicts, defaults, Liens, would have a Material Adverse Effect on the 46 business, operations or financial condition of Sleepmaster. This Agreement and the other agreements and documents contemplated hereby constitute the legal, valid and binding obligations of Sleepmaster, enforceable against Sleepmaster in accordance with their respective terms, and this Agreement, constitutes the legal, valid and binding obligations of Sleepmaster in accordance with their respective terms, except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought, and that applicable bankruptcy and other laws of general application may affect the rights and remedies of creditors.
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Related to Authorization and No Violation

  • Authorization; No Violation Guarantor is authorized to execute, deliver and perform under this Guaranty, which is a valid, binding, and enforceable obligation of Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditor's rights generally. The execution, delivery and performance of this Guaranty are not in violation of any applicable law, regulation or ordinance, or any order or ruling of any court or governmental agency applicable to the Guarantor. The Guaranty does not conflict with, or constitute a breach or default under, any agreement to which Guarantor is a party.

  • Authorization and No Contravention The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Servicer and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational documents or (iii) any material indenture or material agreement to which the Servicer is a party or by which its properties are bound, in each case, other than violations of such laws, rules, regulations, organizational documents, indentures or agreements which do not affect the legality, validity or enforceability of any of such agreements and which, individually or in the aggregate, would not materially and adversely affect the transactions contemplated by, or the Servicer’s ability to perform its obligations under, the Transaction Documents.

  • No Conflicts and No Violation The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the properties or assets of the Asset Representations Reviewer under the terms of any indenture, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its property that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

  • No Violation of Agreements Neither the Borrower nor any Subsidiary is in default in any material respect under any material agreement or other instrument to which it is a party or by which it is bound or its property or assets may be affected. No event or condition exists which constitutes, or with the giving of notice or lapse of time or both would constitute, such a default under any such agreement or other instrument. Neither the execution and delivery of this Agreement or the Notes, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or thereof, will contravene any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, decree, award, franchise, order or permit applicable to the Borrower, or will conflict or be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a default under (or condition or event entitling any Person to require, whether by purchase, redemption, acceleration or otherwise, the Borrower to perform any obligations prior to the scheduled maturity thereof), or result in the creation or imposition of any Lien upon any of the property or assets of the Borrower pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which it may be subject, or violate any provision of the certificate of incorporation or by-laws of the Borrower. Without limiting the generality of the foregoing, the Borrower is not a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Borrower, any agreement or indenture relating thereto or any other contract or agreement (including its certificate of incorporation and by-laws), which would be violated by the incurring of the Indebtedness to be evidenced by the Notes.

  • Consents and Approvals; No Violation Neither the execution and delivery by Guarantor of this Guaranty nor the performance of its obligations under the Guaranty contemplated hereby do or will (i) conflict with or result in any breach of any provision of the certificate of incorporation or bylaws (or other similar governing documents) of Guarantor, (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, except where it is reasonably expected that the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have an adverse effect on the ability of Guarantor to perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, (iii) result in a default (or give rise to any rights of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, license, agreement or other instrument or obligation to which Guarantor is a party or by which Guarantor or any of its assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained or which, in the aggregate, would not have an adverse effect on the ability of Guarantor to perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Guarantor, or any of its assets, except for violations which would not in the aggregate have an adverse effect on the ability of Guarantor to perform its obligations under this Guaranty and would not prevent or delay in any material respect such performance.

  • Consents; No Violations After giving effect to the consummation of the other transactions to occur on the Effective Date, in the case of clauses (i) and (ii) below, neither the execution, delivery or performance by the Company of this Agreement or any of the other Transaction Documents to which it is a party nor the consummation of the transactions contemplated hereby or thereby shall (i) conflict with, or result in a breach or a violation of, any provision of the Restated Certificate of Incorporation or bylaws of the Company or of the certificate of incorporation, bylaws or other organizational documents of any of the Subsidiaries; (ii) except as set forth on Schedule 2.7, constitute, with or without notice or the passage of time or both, a breach, violation or default, create an Encumbrance, or give rise to any right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, under any Law or any provision of any agreement or other instrument to which the Company or any of the Subsidiaries is a party or pursuant to which any of them or any of their assets or properties is subject, except for breaches, violations, defaults, Encumbrances, or rights of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; or (iii) other than as contemplated by the Bankruptcy Documents, require any consent, order, approval or authorization of, notification or submission to, filing with, license or permit from, or exemption or waiver by, any Governmental Entity or any other Person (collectively, the "Consents, Approvals and Filings") on the part of the Company or any of the Subsidiaries, except for (a) the filing of the Preferred Stock Certificate of Designation with the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), (b) the Consents, Approvals and Filings required under the Securities Act, the Exchange Act and applicable state securities laws, (c) the Consents, Approvals and Filings required under rules of the Nasdaq Stock Market, (d) the Consents, Approvals and Filings set forth on Schedule 2.7 and (e) such other Consents, Approvals and Filings which the failure of the Company or any of the Subsidiaries to make or obtain would not reasonably be expected to have a Material Adverse Effect or materially adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement or any Transaction Document.

  • Governmental Filings; No Violations (i) Other than the necessary filings, notices, reports, consents, registrations, approvals, permits, expirations of waiting periods or authorizations (A) pursuant to Section 1.3, (B) required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) or any applicable foreign competition Laws (the “Foreign Competition Laws”) in connection with the Merger, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Securities Act of 1933, as amended (the “Securities Act”), (C) to comply with state securities or “blue-sky” Laws and (D) as may be required with or to foreign and transnational Governmental Entities pursuant to applicable foreign and transnational Laws regarding the provision of broadcasting or audio-visual media services (such Governmental Entities, “Foreign Regulators”, and such Laws, “Foreign Regulatory Laws”), no filings, notices and/or reports are required to be made by the Company or its Subsidiaries with, nor are any consents, registrations, approvals, permits, expirations of waiting periods or authorizations required to be obtained by the Company or its Subsidiaries from, any domestic, foreign, multinational or transnational governmental, competition or regulatory authority, court, arbitral tribunal, commission, body or other legislative, executive or judicial governmental entity or self-regulatory agency (including any political subdivision thereof or any state-owned or state-controlled enterprise) (each, a “Governmental Entity”) in connection with the execution, delivery and performance of this Agreement by the Company and/or the consummation by the Company of the Merger and the other transactions contemplated hereby, except, in each case, those that the failure to make or obtain would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger.

  • Governmental Filings; No Violations; Etc (a) Except for (i) compliance with, and filings under, the HSR Act, (ii) compliance with, and filings under, the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder, including the filing with the SEC of the Schedule TO and, if the Shareholders Meeting is required pursuant to this Agreement, the Proxy Statement, (iii) compliance with state securities, takeover and “blue sky” Laws and the filing of documents with various state securities authorities that may be required in connection with the transactions contemplated hereby, including the filing by Merger Sub of the PA Takeover Notice accompanied by payment of the required filing fee, (iv) the filing with the Department of State of the Commonwealth of Pennsylvania the Articles of Merger, (v) compliance with the applicable requirements of the NYSE MKT, and (vi) compliance with the applicable requirements of any foreign antitrust laws (the items set forth above in clauses (i) through (vi), the “Parent Required Governmental Approvals”), no notices, reports or other filings are required to be made by Parent or Merger Sub with, nor are any consents, registrations, approvals or authorizations required to be obtained by Parent or Merger Sub from any Governmental Entity in connection with the execution, delivery and performance of this Agreement by Parent and Merger Sub or the consummation of the Offer, the Merger and the other transactions contemplated by this Agreement, except those that the failure to make or obtain, as the case may be, is not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impede the consummation of the Offer, the Merger or the other transactions contemplated by this Agreement.

  • Due Authorization and No Conflict The execution, delivery and performance by the Borrower of this Agreement, the Purchase Agreement and all other Facility Documents to which it is a party, and the transactions contemplated hereby and thereby, are within the Borrower’s powers, have been duly authorized by all necessary limited liability company action and do not contravene or constitute a default under, any provision of applicable law or of the Borrower’s certificate of formation or of the limited liability company agreement or of any agreement, judgment, injunction, decree or other instrument binding upon the Borrower or result in the creation or imposition of any Adverse Claim on any asset of the Borrower. This Agreement, the Purchase Agreement and the other Facility Documents to which the Borrower is a party have been duly executed and delivered on behalf of the Borrower.

  • Organization and Governmental Authorization; No Contravention The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents of any Credit Party, or (b) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with respect to this clause (b), reasonably be expected to have a Material Adverse Effect.

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