Authorization Binding Effect No Conflict Etc Sample Clauses

Authorization Binding Effect No Conflict Etc. (a) All corporate action on the part of Borrower, its directors and shareholders, necessary for the authorization, execution and delivery of this Agreement, the Notes the Warrants, and the other Loan Documents, the performance of all of their obligations hereunder and thereunder and the authorization, issuance (or reservation for issuance) and delivery of the Notes, the Warrants and the Common Stock issuable upon the exercise of the Warrants and conversion of the Notes has been taken or will be taken on or prior to the Closing Date. Each of the Loan Documents has been (or on the Closing Date will be) duly executed and delivered by Borrower. Each Loan Document is a legal, valid and binding obligation of Borrower, enforceable against it in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the rights of creditors generally. (b) The execution, delivery and performance by Borrower of each of the Loan Documents, and the consummation of the transactions contemplated thereby (including the issuance of the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants and conversion of the Notes), do not and cannot (i) conflict with any provision of Borrower's Articles of Incorporation or Bylaws, (ii) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any Person pursuant to, any Contractual Obligation of Borrower (except as disclosed in Schedule 4.02 which consents have been obtained and are in full force and effect), or violate any provision of Applicable Law binding on Borrower, or (iii) result in the creation or imposition of any Lien upon any asset of such Person, except for Liens in favor of the Lenders. (c) Except for filings and recordings in connection with the perfection of Liens created by the Collateral Documents, which in each case have been accurately completed and executed and delivered by Borrower, no Governmental Approval is or will be required in connection with the execution, delivery and performance by Borrower of any Loan Document to
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Authorization Binding Effect No Conflict Etc. (i) All corporate action on the part of RadiSys necessary for the authorization, execution and delivery of this letter agreement and the performance of all of RadiSys's obligations hereunder has been taken. This letter agreement has been duly executed and delivered by RadiSys, and is a legal, valid and binding obligation of RadiSys, enforceable against it in accordance with its terms, except as may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the rights of creditors generally. (ii) The execution, delivery and performance by RadiSys of this letter agreement, and the consummation of the transactions contemplated thereby, do not and cannot (A) conflict with any provision of RadiSys's Certificate of Incorporation or Bylaws, (B) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any person or entity pursuant to, any material agreement, contract or instrument to which RadiSys is a party, or violate any provision of applicable law binding on RadiSys, or (C) result in the creation or imposition of any lien upon any asset of RadiSys. (iii) No governmental approval is or will be required in connection with the execution, delivery and performance by RadiSys of this letter agreement or the transactions contemplated hereby or to ensure the legality, validity or enforceability thereof.
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Authorization Binding Effect No Conflict Etc. (a) Authorization by the Borrower and its Subsidiaries. The -------------------------------------------------- execution, delivery and performance by the Borrower and each of its Subsidiaries of each Loan Document to which it is or will be a Third Amended and Restated Senior Secured Credit Agreement party has been duly authorized by all necessary corporate or partnership action on the part of the Borrower and its Subsidiaries.
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Authorization Binding Effect No Conflict Etc. (i) All corporate action on the part of GA necessary for the authorization, execution and delivery of this letter agreement and the Notes, the performance of all of GA's obligations hereunder and thereunder and the authorization, issuance and delivery of the Notes and the Shares has been taken. This letter agreement and each of the Notes has been duly executed and delivered by GA. This letter agreement and each of the Notes is a legal, valid and binding obligation of GA, enforceable against it in accordance with its respective terms, except as may be affected by bankruptcy, insolvency, reorganization, moratorium or other similar laws or by equitable principles relating to or limiting the rights of creditors generally. (ii) The execution, delivery and performance by GA of this letter agreement and the Notes, and the consummation of the transactions contemplated thereby (including the issuance of the Shares), do not and cannot (A) conflict with any provision of GA's Certificate of Incorporation or Bylaws, (B) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any person or entity pursuant to, any material agreement, contract or instrument to which GA is a party, or violate any provision of applicable law binding on GA, or (C) result in the creation or imposition of any lien upon any asset of GA. (iii) No governmental approval is or will be required in connection with the execution, delivery and performance by GA of this letter agreement or the Notes or the transactions contemplated thereby or to ensure the legality, validity or enforceability thereof.
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Authorization Binding Effect No Conflict Etc. The execution, delivery and performance by the Guarantor of this Guaranty and each other Loan Document to which it is
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Authorization Binding Effect No Conflict Etc. The execution, delivery and performance by each of the Borrowers of each Loan Document and each other Transaction Document have been duly authorized by all necessary corporate or other action on the part of each of the Borrowers. Each such Loan Document has been duly executed and delivered by each of the Borrowers and is the joint and several legal, valid and binding obligation of each such Borrower, enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles and by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights generally. The execution, delivery and performance by each of the Borrowers of each Loan Document and the consummation of the transactions contemplated thereby, do not and will not (a) violate any provision of the charter or other organizational documents of any Borrower, (b) except for consents that have been obtained and are in full force and effect, conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or require the approval or consent of any Person pursuant to, any Contractual Obligation of any such Borrower, or violate any Applicable Law binding on any such Borrower, except where such violation, conflict, breach, or default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not subject any Lender Party to any liability, or (c) result in the creation or imposition of any Lien upon any asset of any Borrower, except for Liens in favor of the Agent under the Collateral Documents.
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Authorization Binding Effect No Conflict Etc 
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Related to Authorization Binding Effect No Conflict Etc

  • Authorization; Binding Effect (i) Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Collateral Agreements to which it will be a party and to effect the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (ii) Each Subsidiary that has title to any Purchased Asset or asset acquired after the date hereof that will be a Purchased Asset or an obligation that is or will be an Assumed Liability has all requisite corporate power and authority to execute, deliver and perform the Collateral Agreements to which it will be a party and to effect the transactions contemplated thereby, and the execution, delivery and performance of the Collateral Agreements to which it will be a party has been duly authorized by all requisite corporate action. (b) This Agreement has been duly executed and delivered by Seller and this Agreement is, and the Collateral Agreements to which Seller and each Subsidiary that has title to any asset that is or will be a Purchased Asset or any obligation that is or will be an Assumed Liability, will be a party when duly executed and delivered by Seller or such Subsidiary will be, valid and legally binding obligations of Seller or such Subsidiary, enforceable against Seller or such Subsidiary, as applicable, in accordance with their respective terms, except to the extent that enforcement of the rights and remedies created hereby and thereby may be affected by bankruptcy, reorganization, moratorium, insolvency and similar Laws of general application affecting the rights and remedies of creditors and by general equity principles.

  • Authorization and Binding Effect The execution and delivery of this Agreement, the performance by such Seller of its obligations hereunder and the consummation of the transactions contemplated hereby in accordance with the terms hereof have been duly authorized by all requisite action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller, and, assuming due execution and delivery by each of the other Parties, constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles.

  • Binding Effect; Ratification (a) On and after the execution and delivery hereof, (i) this Amendment shall be a part of the Transfer Agreement and (ii) each reference in the Transfer Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to the Transfer Agreement, shall mean and be a reference to such Agreement as amended hereby. (b) Except as expressly amended hereby, the Transfer Agreement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

  • Governing Law; Binding Effect This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.

  • Binding Effect, Etc Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Company and the holder of any Note nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note. As used herein, the term “this Agreement” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.

  • Binding Effect; Assignability This Agreement shall be binding upon and inure to the benefit of the Buyer and the Seller and their respective successors and permitted assigns. The Seller may not assign any of its rights hereunder or any interest herein without the prior written consent of the Buyer, except as provided in Section 3.11 or as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree.

  • Binding Effect; No Assignment This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, except that (other than to effect the provisions of Paragraph 14) it may not be assigned by either party without the other party’s written consent.

  • No Conflict; Governmental Consents (a) The execution and delivery by the Company of this Agreement and the Transaction Documents, the issuance and sale of the Securities (including, when issued, the Shares) and the consummation of the other transactions contemplated hereby or thereby do not and will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect, (ii) conflict with or violate any provision of the Company’s Articles of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with the Articles, the “Charter Documents”) of the Company, and (iii) conflict with, or result in a material breach or violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any agreement, credit facility, lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor result in the creation or imposition of any Encumbrances upon any of the properties or assets of the Company or any Subsidiary. (b) No approval by the holders of Common Stock, or other equity securities of the Company is required to be obtained by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Shares, except as has been previously obtained. (c) No consent, approval, authorization or other order of any governmental authority or any other person is required to be obtained by the Company in connection with the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Shares, except such post-sale filings as may be required to be made with the SEC, FINRA and with any state or foreign blue sky or securities regulatory authority, all of which shall be made when required.

  • Integration; Binding Effect; Survival of Terms (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article V, (ii) the indemnification and payment provisions of Article X, and Sections 14.5 and 14.6 shall be continuing and shall survive any termination of this Agreement.

  • Governing Law; Binding Effect; Amendment and Termination (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware. (b) This Agreement shall be binding upon the Company, its successors and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal representatives and assigns and to the benefit of the Company, its successors and assigns. (c) No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the Company and Indemnitee.

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