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AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW Sample Clauses

AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. The Seller has full corporate power and authority to enter into this Agreement and the Related Agreements, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller, and is a valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its terms and the Related Agreements will, when executed and delivered by the Seller at Closing, constitute valid and binding obligations of the Seller enforceable against the Seller in accordance with their respective terms, in each case except where such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws from time to time in effect which affect creditors’ rights generally and by legal and equitable limitations on the enforceability of specific remedies. The execution, delivery and performance of this Agreement and the Related Agreements will not (i) conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws of the Seller or of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which the Seller is a party or by which the Seller or the Purchased Assets may be bound or affected; or (ii) except as set forth in Schedule 3.02, result in a default (or give rise to any right of termination, cancellation or acceleration) or result in the creation of any Lien in or to the Purchased Assets under the terms, conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Seller is a party or by which the Seller or the Purchased Assets may be bound. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by the Seller from any federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or regulation of any such government or agency shall have been made in such form as is acceptable as filed except where the failure to obtain such authorizations or to make such filings, notifications or disclo...
AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Transferee has full power and authority to enter into this Agreement, and Transferee's Closing Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery of and performance of this Agreement and Transferee's Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of Transferee. This Agreement has been duly executed and delivered by Transferee and is a valid and binding obligation of Transferee enforceable in accordance with their respective terms, except as enforcement may be limited by the effect of all applicable bankruptcy, fraudulent conveyance, reorganization, insolvency, moratorium or similar laws at any time generally in effect with respect to the enforcement of creditors' rights, and by the principles of equity. The execution, delivery and performance of this Agreement, the Ancillary Agreements and Transferee's Closing Documents will not result in a violation of the Certificate of Incorporation or By-laws of Transferee or of any provision of any material agreement or instrument of Transferee or to which Transferee is a party or of any law, regulation, judgment, order or decree of any court or governmental authority to which Transferee is a party or by which Transferee is bound or to which it is subject. All necessary authorizations of the transactions contemplated by this Agreement required to be obtained by Transferee from any federal, state, local or foreign government or agency shall have been obtained prior to the Closing, and any filings, notifications or disclosures required by law or by regulation of such government or agency shall have been made in such form as is acceptable as filed or as may be amended. No approval of the stockholders of Transferee is required by the Certificate of Incorporation or By-laws of Transferee in connection with the transactions contemplated by this Agreement.
AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Tomax xxx full corporate power and authority to enter into this Agreement and the Closing Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder, subject to the consent of the Landlord under the Sublease. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the shareholders and the board of directors of Tomax. Xxis Agreement and each Closing Document to which Tomax xx a party has been or will at the Closing, be duly executed and delivered by Tomax, xxd is, or when executed and delivered at the Closing will be, a valid and binding obligation of Tomax xxxorceable against Tomax xx accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights and to general equity principles. The execution, delivery and performance of this Agreement and the Closing Documents will not conflict with or result in a breach or violation of any provision of the Certificate of Incorporation or By-Laws (or similar corporate organizational documents) of Tomax xx of any order, writ, injunction, judgment, decree, law, statute, rule or regulation to which Tomax xx a party or by which
AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. Screaming Media has full corporate power and authority to enter into this Agreement and the Closing Documents, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The. execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly
AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW. E&S has full corporate power and authority to enter into this Agreement and any other agreements and documents to be executed and delivered by it on the Closing Date as contemplated hereby (collectively, the "Closing Documents"), to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Closing Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of E&S. This Agreement has been duly executed and delivered by E&S, and is a valid and binding obligation of E&S enforceable in accordance with its terms and the Closing Documents will, when executed and delivered by E&S on the Closing Date, constitute valid and binding obligations of E&S enforceable in accordance with their terms.

Related to AUTHORIZATION, COMPLIANCE WITH OTHER INSTRUMENTS AND LAW

  • Compliance with Other Instruments and Laws The execution and delivery of this Agreement, and the Purchaser Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not conflict with or result in any violation or default under any provision of the Certificate of Incorporation or Bylaws of Parent or Purchaser, or of any material mortgage, indenture, trust, lease, agreement or other instrument, permit, concession, grant, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Parent or Purchaser or any of their respective properties, the result of which (either individually or in the aggregate) will prevent or materially delay the consummation of the transactions contemplated hereby.

  • Compliance with Other Instruments The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.

  • Compliance with Other Instruments, etc The Servicer is not in violation of any term of its certificate of incorporation or by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

  • Compliance with Other Instruments, Laws, Etc None of the Borrower, any Guarantor or any of their respective Subsidiaries is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect.

  • Authorization, Enforcement, Compliance with Other Instruments (i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements by the Company and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and any related agreements have been duly executed and delivered by the Company, (iv) this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Placement Agent Agreement and assuming the execution and delivery thereof and acceptance by the Investor and any related agreements constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

  • Compliance with Agreements and Law Each Restricted Person will perform all material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise, agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound. Each Restricted Person will conduct its business and affairs in compliance with all Laws applicable thereto.

  • Compliance with Other Agreements and Applicable Laws Borrower is not in default in any material respect under, or in violation in any material respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound and Borrower is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local governmental authority.

  • Compliance with Laws, Other Instruments, Etc The execution, delivery and performance by the Company of this Agreement and the Notes will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or by-laws, or any other Material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

  • Authority; Compliance With Other Agreements and Instruments and Government Regulations The execution, delivery and performance by Borrower and the Subsidiary Guarantors of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not: (a) Require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party; (b) Violate or conflict with any provision of such Party's charter, articles of incorporation or bylaws, as applicable; (c) Result in or require the creation or imposition of any Lien (other than pursuant to the Loan Documents) or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party; (d) Violate any Requirement of Law applicable to such Party; (e) Result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any material indenture or loan or credit agreement or any other Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected; and such Party is not in violation of, or default under, any Requirement of Law or Contractual Obligation, or any material indenture, loan or credit agreement described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

  • Compliance with Other Agreements Employee represents and warrants that the execution of this Agreement by him and his performance of his obligations hereunder will not conflict with, result in the breach of any provision of or the termination of or constitute a default under any agreement to which Employee is a party or by which Employee is or may be bound.